UK appeal court dismisses £1.3m award over share purchase agreement wording – OUT-LAW.com

Posted November 15th, 2023 in appeals, damages, drafting, interpretation, news, shareholders by sally

‘A Court of Appeal ruling that overturned a £1.31 million damages award for breach of a share purchase agreement (SPA) demonstrates the importance of careful interpretation of SPA drafting in order to correctly notify and plead breach of warranty claims, according to one legal expert.’

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OUT-LAW.com, 14th November 2023

Source: www.pinsentmasons.com

A practical guide to unfair prejudice petitions – St John’s Chambers

‘This guide provides an overview of the principles relating to unfair prejudice petitions. It is not legal advice and should not be relied upon as such. Businesses and individuals should seek bespoke legal advice in respect of their particular positions. This guide is an updated version of a similar guide published in 2019.’

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St John's Chambers, 3rd July 2023

Source: www.stjohnschambers.co.uk

Environmental Law News Update – Six Pump Court

‘Following judgment on 24 July, the High Court, in an oral hearing, confirmed its decision on papers that ClientEarth, a non-profit environmental law organisation, with a minority shareholding in Shell Plc, a multinational oil and gas company, failed to establish a prima facie case in its derivative claim against Shell’s Directors regarding the company’s climate change risk management strategy.’

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Six Pump Court, 31st July 2023

Source: 6pumpcourt.co.uk

UK watchdog plans to shake up stock listing rules – BBC News

‘The UK’s financial watchdog has announced plans to shake up its rules in a bid to attract more companies to list shares on UK stock markets.’

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BBC News, 3rd May 2023

Source: www.bbc.co.uk

Watchdog to block shareholder payouts if UK water companies miss targets – The Guardian

‘The UK water regulator is to use new powers to block companies from shareholder payouts if they fail to hit performance and environmental targets.’

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The Guardian, 20th March 2023

Source: www.theguardian.com

English law can accommodate blockchain share-dealing – Law Society’s Gazette

Posted February 24th, 2023 in company law, cryptocurrencies, news, shareholders by sally

‘Requirements under the Companies Act are not necessarily a barrier to company shares being held and traded on a blockchain of encrypted digital code, according to a government-backed panel of experts. In its latest statement of the law relating to innovations in the crypto economy, the UK Jurisdiction Taskforce concludes that English law is well equipped to deal with digital securities such as bonds and shares.’

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Law Society's Gazette, 22nd February 2023

Source: www.lawgazette.co.uk

Company Law: What happens on the death of a shareholder? – Bloomsbury Professional Law Online Blog

Posted August 5th, 2021 in company law, executors, inheritance tax, news, shareholders by sally

‘According to the office of national statistics, sole proprietor businesses and partnerships are decreasing and the use of private limited companies is increasing. 72.5% of total UK businesses are either private or public limited companies – London remains the region with the largest number of such businesses with 19.2% of the UK total.’

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Bloomsbury Professional Law Online Blog, 4th August 2021

Source: law.bloomsburyprofessional.com

Tardy defendant allowed to fight £101m case ‘by skin of his teeth’ – Law Society’s Gazette

Posted July 14th, 2021 in costs, debts, default judgments, delay, news, shareholders by tracey

‘A civil defendant who waited three months to challenge a default judgment worth £101m has been given another chance to fight the claim.’

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Law Society's Gazette, 13th July 2021

Source: www.lawgazette.co.uk

Retaining shares following litigation did not trigger DBA payment – Litigation Futures

Posted May 5th, 2021 in damages, fees, law firms, news, shareholders, solicitors by sally

‘A client who retained shares as part of a settlement but did not recover anything from the other party was not liable to pay his solicitors anything under a damages-based agreement (DBA), the High Court has ruled.’

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Litigation Futures, 4th May 2021

Source: www.litigationfutures.com

UK company law change could make section 172 fit for purpose – OUT-LAW.com

‘A relatively small change to section 172 of the UK’s Companies Act 2006 could have a transformative impact on company law, directors’ duties, corporate governance, businesses and, ultimately, the economy, society, and the environment.’

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OUT-LAW.com, 20th April 2021

Source: www.pinsentmasons.com

FCA warning over ‘risky’ TikTok trading tips – BBC News

Posted February 8th, 2021 in financial services ombudsman, internet, news, shareholders by tracey

‘TikTok creators have been offering “risky” trading tips in the wake of the GameStop shares frenzy, a UK regulator has warned. The Financial Conduct Authority (FCA) said people should be wary of users “promising high-return investments”.’

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BBC News, 7th February 2021

Source: www.bbc.co.uk

Court of Appeal Considers ‘Lost Years’ Claims in Head v The Culver Heating Co Ltd – Ropewalk Chambers

‘In a judgment handed down on 18 January 2021 in Head v The Culver Heating Co Ltd [2021] EWCA Civ 34, the Court of Appeal unanimously allowed an appeal against the decision of HHJ Melissa Clarke dismissing the Claimant’s “lost years” claim. The judge had dismissed the claim on the basis that the Claimant’s income derived from his successful family business, the profitability of which would continue after his death such that there was no loss. In the Court of Appeal, however, Bean LJ (with whom Males and Andrews LJJ agreed) held that the Claimant’s income was the product of his hard work and flair as opposed to a return on passive investment, such that it should be treated as earnings rather than investment income and was thus recoverable in the “lost years” claim.’

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Ropewalk Chambers, 19th January 2021

Source: www.ropewalk.co.uk

Case Comment: Sevilleja v Marex Financial Ltd [2020] UKSC 31 – UKSC Blog

Posted September 4th, 2020 in appeals, company law, damages, debts, insolvency, news, shareholders, Supreme Court, third parties by sally

‘In this case comment, David Bridge and Jessica Foley, both solicitor-advocates within the CMS litigation & arbitration team, comment on the decision handed down by the UK Supreme Court earlier this summer in the matter of Sevilleja v Marex Financial Ltd [2020] UKSC 31, which concerned whether the rule against reflective loss bars creditors of a company from claiming directly against a third party for asset-stripping the company.’

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UKSC Blog, 4th September 2020

Source: ukscblog.com

Macquarie Global Infrastructure Funds 2 Sarl v Rodino – Blackstone Chambers

Posted August 13th, 2020 in agreements, jurisdiction, news, shareholders by sally

‘The Commercial Court (Jacobs J) has dismissed applications to dispute the English Court’s jurisdiction in respect of claims for damages and declarations of non-liability in respect of proceedings brought by the Defendants in Luxembourg claiming damages in excess of €68 million. The decision illustrates the English Court’s commercially-minded approach to the construction of exclusive jurisdiction clauses and to the provisions of the Brussels I Recast Regulation that confer priority on courts seised under those clauses.

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Blackstone Chambers, 6th August 2020

Source: www.blackstonechambers.com

Reining in the rule against reflective loss: Sevilleja v Marex Financial Ltd – Hardwicke Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘In a much-anticipated judgment, the Supreme Court in Sevilleja v Marex Financial Ltd unanimously allowed an appeal against a decision which, if it had been allowed to stand, would have denuded the intentional economic torts of much of their practical utility.’

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Hardwicke Chambers, 28th July 2020

Source: hardwicke.co.uk

Reflecting on “reflective loss”: Case note on Sevilleja v Marex Financial Ltd [2020] UKSC 31 – Hailsham Chambers

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The appeal to the Supreme Court in Sevilleja v Marex Financial Ltd [2020] UKSC 31 re-states the principle that a company’s shareholders cannot recover damages against a wrongdoer for loss which is “reflective” of a loss caused by the wrongdoer to the company itself.’

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Hailsham Chambers, July 2020

Source: www.hailshamchambers.com

Sevilleja v Marex: Reflective Loss Restated – 4 New Square

Posted July 30th, 2020 in causation, company law, damages, insolvency, news, shareholders, Supreme Court by sally

‘The Supreme Court’s decision in Sevilleja v. Marex Financial Ltd, 15 July 2020, fundamentally restates the doctrine of reflective loss in company law so that:

A claim by a company’s creditor against a third party will not be barred where it reflects loss suffered by the company, even if the creditor is also a shareholder; and
There is no longer an exception to the doctrine where the wrongdoer has brought about the company’s impecuniosity.’

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4 New Square, 17th July 2020

Source: www.4newsquare.com

De Sena v Notaro [2020] EWHC 1031 (Ch): The family, the demerger and the expert who wasn’t an expert – Hailsham Chambers

‘The case arose out of a corporate demerger which took place in relation to a family owned company, S Notaro Holdings (“Holdings”), on 28 April 2011. The First Claimant (C1), and the First Defendant (D1) were siblings. Prior to the demerger, they were both shareholders in and directors of Holdings. Neither were majority shareholders. D1 held 43.75% of the shares in Holdings, and C1 held 31.25%. In the demerger, C1 gave up her shares in Holdings in exchange for some assets of Holdings or its subsidiaries being transferred to the Second Claimant (C2), a company formed for that purpose, owned and controlled by C1.’

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Hailsham Chambers, June 2020

Source: www.hailshamchambers.com

No tax relief on pension contributions paid in shares – Wilberforce Chambers

Posted May 29th, 2020 in income tax, news, pensions, shareholders by sally

‘In a decision which threatens to bring turmoil to vast number of SIPPs (self-invested personal pensions), the Upper Tribunal has decided in HMRC v Sippchoice Ltd [2020] UKUT 149 (TCC) (Roth J and Upper Tribunal Judge Greg Sinfield) that member contributions to registered pension schemes are only eligible for tax relief where they are paid in money. Where a member transfers shares to the scheme trustees no tax relief is available, even where done in satisfaction of a money debt, and notwithstanding the terms of HRMC’s own Pensions Tax Manual which appears to say the opposite.’

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Wilberforce Chambers, 18th May 2020

Source: www.wilberforce.co.uk

The expansion of a director duty to act in the interests of the company – Hardwicke Chambers

Posted February 26th, 2020 in chambers articles, company directors, news, shareholders by sally

‘A director’s duty to act in good faith in the interests of the company is the cornerstone of a director’s position. This long standing obligation was revamped in the Companies Act 2006 with the introduction of a new requirement that directors should have regard to a package of concerns reflecting what has been described as “enlightened shareholder value”. Following the enactment of section 172 of the Companies Act 2006, when determining what is in the interests of the company, directors are required to look beyond the pursuit of profit and consider various factors and third parties stakeholders who could be affected by the decision.’

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Hardwicke Chambers, 24th February 2020

Source: hardwicke.co.uk