The government has been consulting on how it can reduce the administrative burden that weighs too heavily on companies. Legislation is likely to follow this year. What are the proposals? The proposals form part of the government’s ‘Red Tape Challenge’. This is a process by which burdensome regulation can be identified and consulted on, with an aim to simplifying […]
Parties to a contract need to be confident that the directors of the company they are dealing with have authority to bind the company. Authority may be ‘actual’ or ‘apparent’. What does this mean in practice and what is the position where the director has no authority? In LNOC Ltd v Watford Association Football Club […]
DWF, already one of the most efficient firms in the UK 200 when it comes to billing, is taking out even more of the human element in its procedures. Rivals, look and learn. Two years ago DWF introduced an automated billing system that forwards bills to fee-earners according to a pre-defined cycle. Now it’s considering […]
The negotiation of earn-out provisions is often one of the pinch points in the negotiation of a share purchase agreement. The preparation and service of the earn-out notice tends to attract less attention. This can be costly, as a recent High Court judgment demonstrates. In Barratt v Treatt plc, a share purchase agreement (SPA) provided for an earn-out […]
A recent Court of Appeal decision has lessons for both solicitors and non-executive directors on how to manage conflict situations. In Newcastle International Airport Ltd v Eversheds LLP, the defendant solicitors, Eversheds, had been instructed to draft the terms of new employment contracts for two executive directors of the claimant, Newcastle International Airport Ltd (NIAL). These instructions […]
Good and bad leaver provisions — a mainstay of private equity deals — don’t often find themselves in court. A very recent High Court decision has considered their effectiveness. In Moxon v Litchfield, a former director, Mr Moxon, sought redress in respect of his removal as a director and the provision in the company’s articles of association and shareholders’ agreement […]
Does the accidental failure to send a notice of a shareholders meeting to all the shareholders necessarily render the meeting invalid? Under sections 895 to 899 of the Companies Act 2006, the steps required to effect a valid scheme of arrangement are… If you are registered and logged in to the site, click on the link below […]
Changes to the TUPE regulations came into effect on 31 January 2014. What are the main implications for corporate finance? Generally speaking, the amendments to the TUPE Regulations are business friendly. The government appears to have listened to business concerns and the new regime should be, albeit only marginally, simpler than its predecessor. Purchasers of businesses — in respect […]
Conyers Dill & Pearman has advised AIM-listed client PureCircle on a new revolving credit facility provided by Macquarie Bank. PureCircle is a producer of high-purity stevia ingredients for the global food and beverage industry. The facility is structured to support the group’s anticipated growth in sales. Conyers lawyers Sheba Raza and Richard Fear advised on Bermuda law […]
Conyers Dill & Pearman has advised a consortium of financial institutions (acting as senior finance parties) in connection with a significant refinancing of more than €800m (£660m) of debt facilities granted to the Hilding Anders group, a European provider of beds and mattresses. The purpose of the refinancing, completed in September 2013, is to extend the maturity profile […]
Conyers Dill & Pearman has advised a consortium of financial institutions as purchasers in connection with a €400m (£330m) senior secured note offering issued by Smurfit Kappa Acquisitions, a wholly owned subsidiary of Smurfit Kappa Group, which supplies paper-based packaging products. In February 2013, €400m of senior secured notes due 2020 were issued, the proceeds of which are to […]
Those of us in the eDiscovery industry recall that 2012 was declared the ’year of predictive of coding’. Despite a similar prediction for 2013, many of us assumed predictive coding would continue to be the focus for corporate clients and become further engrained in legal culture. However, even though adoption rates seemed to level off, […]