Merger and Takeover in UK Law

In my judgment this proposed transaction is not the kind of transaction which the Regulations and the Directive were enacted to facilitate. The Regulations as a whole and Reg 2 in particular have to be interpreted having regard to the purpose for which the Regulations was enacted. 2 when it is properly interpreted and does not fall in the jurisdiction of the court. While it can be said to be a merger, it is not, in reality, a cross-border merger at all.

In contract, the damages are limited to what may reasonably be supposed to have been in this contemplation of the parties. The defendant is bound to make reparation for all the actual damages directly flowing from the fraudulent inducement. All such damages can be recovered: and it does not lie in the mouth of the fraudulent person to say that they could not reasonably have been foreseen.

Thus, by the time the writ was issued they would have had the capital asset constituted by the new business, plus the profits made by that new business in the intervening period. One may assume the value of this capital asset to be the same as the value which the plaintiffs placed on the Exeter Road business, namely £20,000.

Take a work of art or land with potential for development which a spouse has owned since prior to the marriage and which, without activity on his or her part, has substantially increased in value during it. Passive growth is to be contrasted with growth as a result of contributions of one sort or another made during the marriage, i.e. of activity, irrespective of whether such is achieved with the assistance of a spring-board already in position.

Examples of the kind of condition which the court may be willing to sanction, even if they are unsatisfied at the date of the hearing, are outstanding requirements for foreign regulatory approval which there is no reason to suppose will not be granted.

The reason why an agreement to negotiate, like an agreement to agree, is unenforceable, is simply because it lacks the necessary certainty. Each party to the negotiations is entitled to pursue his (or her) own interest, so long as he avoids making misrepresentations. In my judgment, while negotiations are in existence either party is entitled to withdraw from those negotiations, at any time and for any reason.

Before I move on from this part of my judgment, there is a more general point which I wish to make. So far I have looked at the question of the quantum of any loss in the way in which the experts looked at it, making hypothetical estimates both of the but for valuation and of the actual valuation. Both experts were at pains to leave hindsight out of account in both of their valuations. It is designed to establish what the true loss to Infiniteland has been.