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In July 2019, the UK Supreme Court considered the enforceability of a restrictive covenant (in this case, a non-compete clause) in an employment contract.  Restrictive covenants are binding conditions typically contained in employment contracts which aim to protect the employer’s business from acts of the employee. As the Hong Kong Courts recently adopted the Beckett Test (see below for further information) this case is highly likely to also be adopted by the Hong Kong Courts in the future.
Continue Reading  The Supreme court sharpens the “Blue Pencil Test” for restrictive covenants

Last year the UK Courts were not afraid to imply rights of third parties into contracts, such as letters of instruction. Chudley v Clydesdale Bank Plc showed possibility of third parties succeeding in making a claim under contracts to which they are not a party and highlights the importance of understanding (i) in which circumstances the Courts will do so; and (ii) which elements of drafting would help or hinder third party claims.
Continue Reading You may have Third Party Rights even if you don’t know a contract exists

This case covers the typical arguments which arise in SPA disputes in circumstances where a target does not perform as well as expected.  In March 2019, the UK’s High Court handed down its judgment on, amongst others, three key areas which corporate lawyers, buyers and sellers should be mindful of, being:…
Continue Reading Share purchase agreements: Lessons for Seller

Company decision-making was under the spotlight in December 2019, when the UK’s Court of Appeal was asked to consider the “Duomatic principle” (taken from the 1969 case Duomatic Ltd, Re [1969] 2 Ch. 365) which gave credence to informal shareholder approvals in certain circumstances.
Continue Reading Don’t forget about the trustee body seeking to rely on informal shareholder approvals