How WhatsApp messages can lead to a binding contract
Talking Business
In this month’s podcast we review how an informal exchange of WhatsApp messages led to a binding contract; confirm that “sleeping” directors cannot avoid liability through their inactivity; and explain why a recent decision gives hope to passive investors who rely on a company’s published share price.
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The London Stock Exchange’s plans for the future of AIM
Talking Business
In this month’s podcast we explain how statements by a seller in a draft disclosure letter might give a buyer a claim for misrepresentation, and review the London Stock Exchange’s plans for shaping the future of AIM.
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What is a “manifest error” in an expert’s determination?
Talking Business
In this month’s podcast we explain the perils of failing to comply with an agreement’s notice clause; consider what is a “manifest error” in an expert’s determination; and review the Registrar’s new powers to strike off companies.
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High Court confirms fairness of national security assessment and final order
Talking Business
In this month’s podcast we consider a case where the forfeiture of a shareholder’s shares was found to be unlawful; report on the first judicial review of an order made under the National Security and Investment Act 2021; and explain why claims relating to a transfer of shares were struck out of a shareholder’s unfair prejudice petition.
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Share dealing during a closed period
Talking Business
In this month’s podcast we: explain the High Court’s important clarification on the decision-making powers of a sole director; review the rules on share dealing during a closed period and the consequences for a senior executive who breached those rules; and confirm the Government’s plans for a new trading market for private company shares.
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How an oral agreement to transfer shares overrode a will
Talking Business
In this month’s podcast we consider the preparatory steps a director could take to set up a competing business without breaching their fiduciary duties; explain how an oral agreement to transfer shares overrode provisions in a shareholder’s will; and examine the implications of a High Court decision for passive investors who don’t actively read published information about investee companies.
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A new class of personal property
Talking Business
In this month’s update we explain the registration process being introduced for organisations that submit information to Companies House; consider the long-running litigation arising from the collapse of BHS which has led to its former directors being ordered to pay £110 million; review the latest report on the operation of the UK’s regime for intervening in transactions on the grounds of national security; and describe how new legislation will clarify the legal status of certain digital assets.
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Non-compete restriction in an investment agreement
Talking Business
In this month's podcast we explain why a non-compete restriction in an investment agreement was found to be unenforceable; highlight a case in which a company’s register of members was held to be conclusive as to its membership despite someone’s name being removed by an alleged fraud; consider a case where an adjective at the start of a list was found to apply to all items in that list resulting in a broker missing out on a financing fee; and examine the court’s approach to interpreting leaver provisions in articles of association.
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Warranty claims under share purchase agreements
Talking Business
In this month’s update we examine two cases dealing with warranty claims under share purchase agreements, both of which favoured the buyer; explain how a transfer of company assets at an undervalue was found to be unfairly prejudicial conduct; and highlight proposals to narrow the scope of companies subject to the Takeover Code.
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The misuse of non-disclosure agreements
Talking Business
In this month's podcast we explain the time limits for unfair prejudice claims following a landmark decision of the Court of Appeal; examine a case which considered whether a resigning partner was entitled to a payment for their share of the partnership assets; and highlight the Government’s plans to crack down on the misuse of non-disclosure agreements.
info_outlineIn this month’s podcast we review a case about directors’ interests and conflicts; summarise the FCA’s proposals for significantly overhauling the UK’s listed company regime; and highlight changes to certain key exemptions from the financial promotion prohibition.