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MH Updates

Tuesday 18 July 2017

MH Corporate

Deirdre O’Neill, Corporate Associate, discusses new prospects for prospectus regulation.

New prospects for prospectus regulation Deirdre O’Neill

Friday 14 July 2017

MH Corporate

PSC Regime Update: Key Changes – Are You in Control?

The PSC Regime

Since the PSC regime was introduced on 6 April 2016, unlisted UK companies and limited liability partnerships (“LLPs”) have been required to identify individuals who have significant control over the company or LLP and to publicly disclose their details in a separate company register (“PSC Register“).

With effect from 26 June 2017, the regime for investigating and recording information about people with significant control (“PSCs”) over companies and other entities was extended and enhanced to comply with the European Fourth Money Laundering Directive ((EU) 2015/849) .  These changes have been introduced into UK law by The Information about People with Significant Control (Amendment) Regulations 2017 (“Regulations”).

Thursday 13 July 2017

MH Corporate

Kitcatt v MMS UK Holdings Ltd [2017 EWHC 675]

Think (about warranties) before you buy!

More often than not, warranties given by the sellers in a share purchase agreement attract the most attention. However, the case of Kitcatt v MMS UK Holdings Ltd demonstrates that buyers must also think carefully before giving any warranties to the sellers.

Background

Kitcatt Nohr Alexander Shaw (“Kitcatt”) was an advertising and marketing agency. The Claimants, being the shareholders of Kitcatt, entered into a share purchase agreement (the “SPA”) to sell the entire issued share capital of Kitcatt to the first defendant, MMS UK (Holdings) Limited (“MMS”),  which was a subsidiary of the second defendant, Publicis Groupe (“Publicis”). Publicis wanted MMS to acquire Kitcatt so that it could merge Kitcatt with another subsidiary, Digitas, creating KND.

Tuesday 4 April 2017

MH Corporate

Consequential Loss Re-examined

The traditional meaning of damages for consequential loss was established by Hadley v Baxendale (1854)  9 Exch 341, but has recently been re-examined by the High Court in Star Polaris LLC V HHIC-PHIL Inc [2016] EWHC 2941.

Facts

Star Polaris LLC (the Buyer) entered into a contract with HHIC-PHIL Inc (the Seller) to build a ship, the Star Polaris. About eight months after its delivery, the ship suffered serious engine failure and had to be towed to a port for repairs. The Buyer commenced arbitration proceedings against the Seller for breach of contract, seeking compensation for: (i) the cost of repairs to the ship, (ii) various costs arising from the engine failure (namely: towage fees, agency fees, survey fees, off-hire and off-hire bunkers); and (iii) the diminution in value of the ship.

Tuesday 4 April 2017

MH Corporate Update

To vary or not to vary

The general principle of contract variation is that parties to a contract may vary its terms by mutual agreement, provided that consideration is given and any necessary formalities are followed.

On this basis, it would not be unreasonable to expect that if a variation clause in an agreement states that the agreement can only be varied by written agreement signed by both parties, any attempted oral variation would fall short of such a test. Such clauses are commonly referred to as “anti-oral variation clauses”, the intention of which is to ensure that verbal communications cannot be treated as variations to the contract…or so the parties may have thought.

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