The importance of careful drafting – discounting employee shareholders
October 2024 Rating system: Reading time (1-10 minutes): 7ish Sophistication level (1 (idiot) – 10 (expert)): 6 Entertainment value (1 (turgid) –... Read More
Law and faith
What does the expression ‘good faith’ mean when you put it in a shareholders agreement?
Heads of Terms – FAQs
July 2021
This Guide focuses on Heads of Terms as used for acquisitions (buying company shares or buying business assets as a going concern).
Unfair by definition
You can check out any time you like but you can never compete? A Court of Appeal decision on restrictive covenants by employee shareholders
Fair’s fair? Minority shareholders beware
March 2021
Fair's fair? A scary case about valuing a minority shareholder's shares
Subject to contract – it’s a Moneything
February 2021
A Court of Appeal case about the magic words 'subject to contract'
Goodwill hunting
An example of loose drafting of a warranty liability exclusion clause in a share purchase agreement
A remotely interesting case
This 2020 Privy Council case was about the basis on which you work out how far you can go when working out for what kinds of losses you can claim damages when there is a breach of contract, before they have to be treated as irrecoverable because they are too remote.
2020 vision – the benefits of foresight when putting contracts together
Jan 2020
This recent case is a salutary lesson on the importance of thinking ahead and getting the right bases covered in your commercial agreements. The case relates to an agency/introduction agreement, but the same advice applies to all sorts of agreements.
What’s the point of a side letter?
Do you know what you're trying to achieve with a side letter to a contract?