Corporate Matters — January 2014: good news for good and bad leaver clauses
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 that compelled the transfer of his shares at par value where he was characterised as a ‘bad leaver’ (as defined in the articles).
The essence of the case was whether or not Mr Moxon had been correctly characterised as a bad leaver. The court found that he had been. What is of more general interest is the approach the court then took to the operation of the bad leaver provision…
If you are registered and logged in to the site, click on the link below to read the rest of the Walker Morris briefing. If not, please register or sign in with your details below.
News from Walker Morris
News from The Lawyer
Briefings from Walker Morris
Ofgem and DECC have jointly published an action plan of measures to encourage the growth of independent energy suppliers.
The Finance Act 2014 will change the economics of using tax avoidance schemes by requiring payment of disputed tax upfront in cases involving numerous marketed tax management schemes,
Analysis from The Lawyer
The law school war shows no signs of ending. But we have, perhaps, reached the end of the beginning.
New EU rules and lawyers’ increased comfort with digital formats are sparking a sea-change in the way law firms manage their documents