Have faith! A High Court ruling on Directors' Authority In Jusan Technologies Ltd v Uconinvest [2025] EWHC 704 (Ch) (24 March 2025), the High Court found that, although the directors acted beyond the scope of their authority and in breach of the company’s articles of association, the claimant could not rely on this as the transaction fell within s.40 of [...]
AI in Corporate Law: Efficiency or Overhead? The Emerging Role of Technology in Negotiations and Document Drafting The corporate legal landscape in the UK is undergoing a transformation, driven by the rise of AI platforms designed to streamline everything from document drafting to corporate approvals. With more in-house teams and law firms embracing this new technology, AI is fast becoming [...]
Are all warranties created the same? In Eurocopy plc v Teesdale [1992] BCLC 1067, the Court of Appeal suggested that actual knowledge, derived from sources outside of a disclosure letter, could undermine a claim for breach of warranty in a share purchase agreement despite any express provision to the contrary. Consequently, it is considered best practice for a share purchase [...]
Identity verification under ECCTA – key dates to note The Economic Crime and Corporate Transparency Act (ECCTA) was enacted to combat economic crime and enhance the transparency of UK company ownership – all with a view to supporting economic growth and making the UK an attractive place to do business. Under the reforms that are due to be introduced by [...]
Experts gone wrong In contracts, it is not uncommon to include a dispute resolution mechanism in order to deal with any issues between the parties, particularly if a long relationship is envisaged. These usually provide for a staged process, escalating disputes up to the management of both parties for resolution, failing which either party can refer the matter to an [...]
Unfair Prejudice? In the absence of any recourse under the articles of association or any shareholders’ agreement, aggrieved shareholders are often reminded of their rights under s.994 of the Companies Act 2006 to apply to the court for relief if they suffer unfair prejudice. The court has wide powers and the potential respondents, while usually the other shareholders, could include [...]
What did you call me? The implications of being a de facto director Firstly, what is a de facto director? In Re Hydrodam (Corby) Ltd [1994] 2 BCLC 180, Millett J said: "A de facto director is a person who assumes to act as a director. He is held out as a director by the company, and claims and purports to [...]
Since Re Active Wear Ltd [2022] EWHC 2340 (Ch) challenged the decision in Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch) (also known as Re Fore Fitness Investments Holdings Ltd), the general consensus has been that, where a company has adopted unamended model articles, Model Article 11(2) does not have the effect of requiring the company to have more than one [...]
Under s.691(1) of the Companies Act 2006, a limited company may not purchase its own shares unless they are fully paid. But does this extend to the premium or does it only apply to the nominal value of the shares to be repurchased? What does fully paid mean? In the absence of any clarification in the Companies Act 2006 as [...]
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 [...]
