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 [...]
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 [...]
