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

Over the course of 2019, the Courts of England and Wales heard several cases which explored the circumstances in which the Courts are willing to imply terms into contracts. We have considered two such cases, Wells v Devani and Lehman Brothers International (Europe) (In Administration) v Exotix Partners LLP and set out our observations below.
Continue Reading Which came first, the binding contract or the implied term?

Looking back at the top eight cases of 2019 in the UK

Last year was an interesting year in the UK Courts for businesses and corporate/commercial lawyers alike. Whilst we do not intend to provide you with an exhaustive list of all UK Court decisions, we have selected 9 key cases heard which are both thought-provoking and relevant to those who are not as close to the UK legal system and which could potentially affect you or your clients’ business. Some of the key findings are set out in the summaries below:

Continue Reading The Full English:Looking back at the top eight cases of 2019 in the UK

在专题四(上)篇,我们已就代持法律关系中名义股东债权人的利益保护与衡量问题进行了专项探讨。在专题四(下)篇,我们共选取了3个最高院典型案例,继续对代持法律关系中涉及的目标公司债权人、代持股权受让人、隐名股东债权人等第三人的利益保护及衡量问题进行探讨。
Continue Reading 实锤干货丨最高院代持纠纷裁判规则专题四(下):第三人的利益保护及衡量——兼析《九民会议纪要》

近日,最高人民法院司法案例研究院、国家检察官学院联合主办的第十九期“案例大讲坛”在杭州市人民检察院举行。论坛以“刑民交叉纠纷的典型案例与办理规则”为主题,与会人员共同深入讨论了7个议题及若干经典案例。(案例详情见文末二维码)
Continue Reading 刑民交叉:7个必知的高频热点问题(附13个经典实务案例)