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Tuesday 16 April 2013

MH Corporate


An important reminder of the need for careful drafting in agreements

The recent case of Sycamore Bidco Ltd v Breslin [2012] EWHC 3443 (Ch), highlights the importance of precise drafting in ensuring that warranties and representations are only given where intended.

The case related to the sale of a company (the “Company”), where in the sale agreement (the “Agreement”), the sellers gave an express warranty that certain pre-transaction audited accounts (the “Accounts”) were accurate. After completing the purchase, one of the buyers claimed there had been errors in the Accounts which meant the Company’s turnover had been overstated.

 A Chairman’s Obligations – Polls & Proxies

When a shareholder is required to appoint a proxy for an upcoming general meeting it will often be the chairman of that general meeting, as the default proxy, that is appointed. If the shareholder has provided clear instructions to the proxy about his voting preferences for a given resolution then the proxy is under a duty to vote in accordance with those instructions. However, when that proxy is also the chairman of a general meeting, there are additional obligations that most be borne in mind, in particular, the obligations of a chairman to ascertain the true meaning of any general meeting.

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