Corproate finance updates from the Taylor&Emmet Corporate team.
A draft of the Companies Act 2006 (Amendment of Part 18) Regulations 2015 was published on 13 January 2015 together with an explanatory memorandum. The draft Regulations will amend Part 18 of the Companies Act 2006 (CA 2006) to ensure the effective operation of certain provisions introduced by the Companies Read more…
The issue considered was whether a buyer’s warranty claim under a share purchase agreement was barred by a contractual limitation of liability that required the buyer to serve notice of the claim, specifying in reasonable detail: (i) the nature of the claim; and (ii) the amount claimed, within 20 business Read more…
The High Court has held that the wording of a signature block and other wording in draft supply contracts did not constitute a prescribed mode of acceptance. The signature block included the words “accepted [buyer]” and a requirement that the buyer return a signed copy. The buyer did not sign Read more…
The High Court has held that an agent had sufficient authority to enter into a personal guarantee and indemnity contract on the principal’s behalf. The principal had left the management of his businesses wholly to the agent (who was also his father-in-law). The principal did not expect the agent to Read more…
The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 were published on 12 January 2015. The Regulations will revoke and replace the current regulations relating to company and LLP names and trading disclosures. Important changes made by the Regulations include extending the list of characters that Read more…
As part of its efforts to strengthen criminal sanctions for corporate offending, the government is considering proposals to create a new corporate offence of failing to prevent economic crime. The new offence would mirror and expand the existing corporate offence of failing to prevent bribery under section 7(1) of the Read more…
In Eurasian Natural Resources Corporation Ltd v Judge, the High Court held that there were no grounds for finding that a director was subject to an implied term requiring delivery up of confidential documents after termination of his appointment. The director’s service agreement provided that all information acquired during his Read more…
The High Court has held that a bank breached an equitable duty of confidence by misusing confidential information supplied by a corporate customer. This approach was initially made through a third party acting on behalf of the claimant and a confidentiality agreement was entered into between the third party and Read more…
Any person is entitled, on payment of the prescribed fees, to inspect a company’s register of members and index of members, and to be provided with a copy of the register (or any part of it), but these rights are subject to that person submitting a request which contains certain Read more…
In some share purchase transactions, the parties adopt a pricing structure whereby the purchase price is not fixed before the share purchase agreement is signed. Instead, the transaction proceeds on the basis of a provisional price which is subsequently adjusted after completion has taken place on the basis of a Read more…