Talking Business

In this month's podcast we consider the circumstances in which statements labelled as "warranties" in a transaction document could also constitute representations; review a decision involving a claim for fraudulent breach of warranty against a corporate seller; and confirm that HMRC does not have special status preventing it from being "crammed down" in a Part 26A restructuring plan.

In this month's podcast we review a dispute triggered by inconsistencies between accounting concepts and legal drafting in a share purchase agreement; confirm that a director can be disqualified without any causal link between their misconduct and a company's insolvency; and explain that a company's auditors have no duty to report fraud to individual shareholders.

In this month's podcast we explain how an "indefinite" agreement could still be terminated; confirm that statutory limitation periods do not apply to unfair prejudice petitions; consider an unlawful poaching case where 22 employees moved to a competitor; and review a decision involving a claim for unpaid monies due on subscriber shares.

In this episode we consider two cases featuring problems with paperwork and we review the FCA's decision to fine two individuals for insider dealing where the fines were more than 10 times the profit made from the unlawful trading.

In this month's podcast we explain how the court intervened in a deadlocked company to enable shareholder resolutions to be circulated; provide a warning for investors looking to recover losses suffered by the companies in which they invest; and summarise the LSE's proposals to innovate and develop its AIM market.

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.

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 pl...

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.

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.

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.

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.

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.

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.

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.

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.

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...

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 i...

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.

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.

In this month's podcast we highlight changes for companies coming into force on 4 March under the Economic Crime and Corporate Transparency Act 2023; explain the limits of a limitation of liability clause; and consider when a negotiating party may owe fiduciary duties to another.

In 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.

In this month's podcast we consider whether a document is valid if it has been executed on behalf of a company in the wrong place and by non-statutory directors; explain why an assignment signed on behalf of an individual by their attorney was not valid; and summarise the Government's review of the national security regime for intervening in transactions.

In this month's podcast we summarise the changes to be introduced by the new Economic Crime and Corporate Transparency Act 2023; consider the relevant decision point in relation to an unlawful preference; and explain how the Court of Appeal construed a 'material adverse change' warranty.

In our latest podcast episode our expert delivers key aspects of our written corporate update, including a consideration of the FCA's new rules on authorised firms approving financial promotions by unauthorised persons, and also looks at a case involving the disputed novation of a debt between a lender and a football club.

In this month's podcast we consider the Government's proposals for changes to the Employee Ownership Trust regime; look at a case involving a dispute over a company's registered name; and review the impact on AIM companies of the Government's overhaul of the UK's prospectus regime.