The Court of Appeal has recently held that clauses in a share purchase agreement providing that, in the event of a breach of the seller’s restrictive covenants, the buyer’s obligation to pay deferred consideration would cease and the buyer would be entitled to acquire the remainder of the seller’s shares at a price based on net asset value (and excluding goodwill), were unenforceable penalties.
This business briefing highlights the main legal risks to consider when buying another business or enterprise. Whilst a buyer should always take legal advice at the outset of any acquisition, this checklist will provide a useful summary of some of the key points to keep in mind.
There could be serious financial, commercial and reputational implications for your business (including possible criminal penalties and fines) if personal data is not handled properly.
This checklist highlights key issues for businesses.
This Business Briefing sets out the factors which can lead to a business being prosecuted for corporate manslaughter and the penalties for breaching the legislation.
The Court of Appeal has provided a useful practical illustration of the difference between the rescission of a contract and its discharge by breach, and the impact the distinction can have on the amount of damages that a claimant can recover.
The court held that rescission was unavailable when a seller failed to comply with his contractual obligations to lay new, separately metered, electricity and mains water supplies to a property within six months after completion. However, the buyer was entitled to accept the seller’s repudiatory breach and treat the contract as at an end. The buyer was entitled to recover damages for the losses he had suffered as a result of the seller’s breaches, but was not entitled to be put back in the position he would have been in, had the contract never been entered into.
This checklist sets out the main remedies available to your business for breach of contract.
The Senior Courts Costs Office has held that an after the event (ATE) insurance premium of more than £9 million was recoverable in full from the defendants in the Trafigura litigation. The decision establishes that the principles governing the recoverability of ATE premiums apply regardless of the sums involved.
This checklist explains what after the event (ATE) insurance is and highlights its main advantages and disadvantages for your business.
Business owners contemplating selling their business
or enterprise need to be aware of the legal risks that can arise during a sale.
This checklist sets out the key legal issues to
consider when selling a business.
This legal update outlines the new offences introduced by the Bribery Act
2010 and the penalties for committing them. It also highlights practical steps
that your business can take to help avoid breaching the legislation.
This Legal Update sets out the factors which can lead to your business being prosecuted for corporate manslaughter and the penalties for breaching the legislation.
This Newsletter highlights the key issues from the Spring Budget 2011 for small and medium-sized enterprises (SMEs).