Solicitors frequently use the term “material adverse effect” but what does it mean? In BM Brazil I Fundo De Investimento Em Participacoes Multistrategia v Sibanye BM Brazil (Pty) Ltd [2024] EWHC 2566 this was considered by the High Court in relation to a no material adverse effects condition in the share purchase agreements governing the transaction. The High Court considered whether the [...]
FUJIFILM Business Innovation Corp. (Fujifilm) and Konica Minolta, Inc. (Konica) have agreed to establish a joint venture company to co-ordinate the procurement of raw materials and parts by signing a shareholders’ agreement on the 8 July to form a strategic alliance in the printer segment. Such an alliance would seek to leverage both parties’ extensive supplier networks to strengthen their [...]
Directors owe seven general statutory duties under the Companies Act 2006 (Act). What happens when these duties have not been complied with? These duties are: act within the powers of the company’s constitution promote the success of the company exercise independent judgement exercise reasonable care, skill and diligence avoid conflicts of interest not accept benefits from third parties to declare [...]
Section 155 of the Companies Act 2006 (Act) provides that a company must have at least one director who is a natural person. But imagine a limited company with only two directors, one being a natural person and one being a corporate director. What happens when the 'natural person' has resigned as a director, or died and you are left [...]
In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477, the Court of Appeal held that the High Court had erred in finding that a buyer's notice of a warranty claim under a share purchase agreement was insufficient because it had failed to state in reasonable detail the amount claimed and the buyer's calculation [...]
In RTI Ltd v MUR Shipping BV [2024] UKSC 18, the contract contained a clause stating that neither party would be liable for a failure or delay in performance caused by specified force majeure events and included a proviso that an event would only be a force majeure event if "it cannot be overcome by reasonable endeavors from the Party [...]
On Friday 17 December Ganfeng Lithium announced that its recommended takeover offer for Bacanora Lithium PLC had become effective, which valued Bacanora at approximately £260 million. The Takeover Code Rules changed in July 2021 and this is the first takeover offer made under the new regime to be successful. Bacanora, whose shares are traded on AIM, is a lithium development [...]
On 14 December 2021, Stagecoach and National Express announced that they had agreed a £1.9bn merger, but behind the scenes of this mega transaction, Stagecoach had agreed to divest part of its businesses and shares in Scottish Citylink Coaches Limited to companies within the ComfortDelGro group in order to address any potential competition issues. Teacher Stern advised Scottish Citylink Coaches [...]
Teacher Stern is proud to have secured top rankings in the Legal 500 2021, an independent directory that ranks the UK’s top law firms. Our Corporate & Commercial team have retained their Tier 2 ranking for London law firm - M&A deals for under £50m and our lawyers continue to be recognised as experts within their fields. Martine Nathan, Partner, Corporate [...]
Teacher Stern adviser to Big Time Gaming on EUR450 million sale Teacher Stern acted as lead legal adviser to online slot games developer Big Time Gaming on its agreement to sell to Evolution Gaming. Evolution Gaming Group will acquire the entire issued share capital of Big Time Gaming Pty Ltd for a total consideration of up to EUR 450 million, [...]
