M&A Weekly Update — need for clarity when drafting conditions to completion; new regime for consumer credit authorisation; and more
British Overseas Nominees Ltd v Analytical Properties Ltd, a recent High Court case, is a useful reminder of the care that needs to be taken when drafting conditions to completion. In this case, in addition to a requirement that the landlord’s consent be obtained prior to completion, the seller was obliged to obtain certain certificates as ‘soon as practicable and in any event prior to the date of actual completion’. The seller successfully obtained the certificates in advance of completion. Following completion, the buyer sued the seller for breach of contract, claiming that the agreement had actually required the seller to complete before obtaining the certificates. The High Court agreed with the buyer and the seller was held liable for damages. Applying contractual principles of construction, it was held that the supply of the certificates was only a condition precedent to the buyer’s obligation to complete.
Impact – whenever there is a gap between exchange and completion, it is vital that the agreement clearly sets out the conditions to completion, who is entitled to waive them and the time period within which they must be met…
Click on the link below to read the rest of the Macfarlanes briefing.
News from The Lawyer
Briefings from Macfarlanes
M&A Weekly Update: forced sale of shares does not qualify as ‘an offer to the public’ requiring publication of prospectus; and more
Macfarlanes has released its M&A Weekly Update for the period 27 June to 3 July 2014.
Investment Management Update — 4 July 2014: FCA Handbook Notice 13; ESMA updates Q&As on AIFMD; and more
Macfarlanes has released the 4 July 2014 issue of its Investment Management Update.
Analysis from The Lawyer
As the equity capital markets rocketed back into favour and global M&A saw at least a partial return to form, there have been some rich pickings for The Lawyer’s Corporate Team of the Year award shortlisted firms in 2014.
Footie and telecoms dominate our regular round-up of recent M&A activity, as the threat of rising interest rates kick-started activity among organisations.