Restrictive covenants: When is a person “concerned in” a competing business?
Talking Business
In this month’s podcast we review the High Court’s interpretation of certain commercial contract warranties in a sale agreement; consider what it means to be “concerned” in a business and when this may breach restrictive covenants; and examine the Privy Council’s decision that unanimous shareholder consent did not require the features of a binding contract.
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Challenges to historic payments to directors
Talking Business
In this month’s podcast we explain the lessons from a recent case on how to notify and measure warranty claims; shine a spotlight on how historic payments to directors may be challenged; review the offence of failing to prevent fraud and new guidance on prosecutors’ approach to corporate offending; and confirm that the FCA has approved the London Stock Exchange as the first operator of a PISCES platform.
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The impact of not having a bespoke LLP agreement
Talking Business
In this month’s podcast we explain why the dilution of a shareholding was not unfairly prejudicial conduct; confirm the implementation date for mandatory director identity verification; recount how the court has rejected another challenge to a final order made under the National Security and Investment Act; and highlight the impact of not having a bespoke LLP agreement.
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The FCA’s final rules for its new public offers and admissions regime
Talking Business
In this month’s podcast, we consider the Court of Appeal’s landmark ruling on directors’ duties; review a case involving the interpretation of leaver provisions in articles of association; and summarise the FCA’s final rules for its new public offers and admissions regime.
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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.
info_outlineIn 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.