116 results
Style & Wood Group Plc Takeover Sanctioned
On 7 March 2018 Fancourt J. sanctioned the acquisition of the entire issued ordinary share capital of Style & Wood Group Plc ("the Company") by Central Square Holdings Limited ("Central Square"). Prior to the acquisition the Company's ordinary shares were listed on the AIM market. It had four more...
Shareholder Protection from Unfair Prejudice: Case and Statute Citator 2018
Shareholder Protection from Unfair Prejudice: Case and Statute Citator 2018 compiled by Andrew Marsden, Barrister Part 30 of the Companies Act 2006 enables a shareholder in a company who is being treated in an 'unfairly prejudicial’ way to seek relief from the court. Typically, these cases involve more...
Unfinished business: the Qatari commercial dispute that landed a Cayman Islands Judge in conflict
The Privy Council in Almazeedi v Penner and another (Cayman Islands) [2018] UKPC 3 have stressed the fundamental nature of the right to a fair trial by an independent and impartial tribunal. Almazeedi is a working example of how and when a Judge’s decision may be overturned on appeal due to the more...
Directors' duties, insolvency and Duomatic - Ball v Hughes [2017] EWHC 3228 (Ch)
PV Solar Solutions Ltd traded in the supply and installation of solar panels, and enjoyed the benefit of government subsidies designed to encourage the exploitation of solar energy. Following the reduction of those subsidies, the company went into administration and then, in November 2014, more...
1 Mar 2018 14:19
LSE announces public censure and fine for company’s breach of the AIM RulesOn 5 October 2017, the London Stock Exchange (the Exchange) issued an AIM Disciplinary Notice (AD 16) which announced that the AIM Disciplinary Committee has publicly censured and fined Management Resource Solutions PLC (Company) £125,000 (discounted to £85,000 for early settlement) for its breach more...
1 Mar 2018 14:15
FCA imposes £27m fine on Rio Tinto plc for DTRs breachesOn 17 October 2017, the FCA issued a Press Release announcing that it has fined Rio Tinto plc £27,385,400 for breaching the Disclosure and Transparency Rules (now the Disclosure Guidance and Transparency Rules) (DTRs). Rio Tinto plc had agreed to settle at an early stage and therefore qualified for more...
22 Feb 2018 12:14
Final Report of the Parker Review into the Ethnic Diversity of UK Boards is publishedOn 12 October 2017, the Final Report of the Parker Review (Final Report), containing recommendations as to how the ethnic diversity of company boards could be improved, was published. This follows the publication of the consultation version of the report, the Parker Review into the Ethnic Diversity more...
COURT OF APPEAL DECISION IN EASYNET GLOBAL SERVICES LTD
The recent Court of Appeal decision in Easynet Global Services Ltd [2018] EWCA Civ 10 (18 January 2018) has underlined the breadth of the Cross-Border Mergers Directive 2005/56/EC (since consolidated into Directive (EU) 2017/1132) and the UK regulations implementing it, the Companies (Cross-Border more...
Challenge to pre-pack defeated - Re Meem SL Limited (In Administration) [2017] EWHC 2688 (Ch)
Summary Where complaint is made about a pre-pack administration, more often than not it is the trade creditors who claim to have been left high and dry by the pre-arranged sale of the company’s business to the former management. The case of Re Meem SL Ltd (In Administration) [2017] EWHC 2688 (Ch) more...
Relief from liability under s1157 Companies Act 2006 -
Cullen Investments v Brown
The recent case of Cullen Investments Ltd v Brown [2017] EWHC 2793 (Ch) serves as a reminder of the rigorous approach that the court adopts when dealing with directors who have breached their duty to avoid conflicts of interests. The director in question (D2) had been found liable at an earlier more...
The Imagination Technologies Scheme
On 2 November 2017, Snowden J sanctioned a Part 26 CA 2006 scheme of arrangement pursuant to which CBFI Investment Limited (an acquisition vehicle formed at the direction of funds advised by Canyon Bridge Capital Partners LLC (Canyon Bridge)) acquired the entire issued and to be issued share capital more...
Downwards cross-border mergers: the maintenance of capital trap
The ambit of the Companies (Cross-border Merger) Regulations 2007 (CBMR 2007) permits a parent company to be merged into its subsidiary. When undertaking a merger of that type, it is important to be aware of the acquisition of own shares involved and accordingly, the possible breach of the capital more...
Schemes of arrangement: The Jimmy Choo Acquisition
What were the facts in this scheme? On 27 October 2017, Snowden J sanctioned the scheme of arrangement under Part 26 2006 by which JAG Acquisitions (UK) Limited, a wholly-owned subsidiary of Michael Kors (UK) Holdings Limited (Michael Kors) acquired the entire issued and to be issued share capital more...
Class composition on schemes of arrangement: The City Pub Company Scheme
On 31 October 2017, Carr J sanctioned a scheme of arrangement pursuant to Part 26 CA 2006 by which The City Pub Company (East) plc (East) acquired the entire issued and to be issued share capital of The City Pub Company (West) plc (West). Before the scheme took effect, East and West had mirror more...
Court approves banking transfer scheme in respect of Kleinwort Benson Bank Limited
On 30 October 2017, Carr J approved the banking business transfer scheme by which, as part of an internal restructuring, the entire business of Kleinwort Benson Bank Ltd (KBBL) was transferred to SG Kleinwort Hambros Bank Ltd (Kleinwort Hambros) pursuant to Part VII FSMA 2000. In addition, the judge more...
Court sanctions scheme for acquisition of Hargreave Hale Limited
On 15 September 2017 Morgan J. sanctioned a scheme of arrangement providing for the acquisition of the entire issued and unissued share capital of Hargreave Hale Limited (“the Company”) by Canaccord Genuity Wealth Group Holdings (Jersey) Liimited (“Canaccord”). Most acquisition schemes of more...
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