Change of Control in UK Law

There is the further difficulty of identifying the provision which the parties would have negotiated to include. Mr Miles submits that it is enough for him to say that "interest" in the shares includes the interest of the owner of Misland. But once one indirect interest is included, why not others? What if A&A Investments Limited sold 49% or 51% of the share capital of Misland or if the Green family sold A&A Investments Limited?

For all these reasons, I conclude that the sale of the share capital of Misland in January 2011 was not made contrary to clause 6.17 of the shareholder agreement and did not trigger the other shareholders pre-emption rights. I reach the same conclusion on the articles and do so whether or not reference may be made to background facts. Accordingly, I answer the preliminary issues numbered 1, 2, 3 and 7 in the negative.

However her attempt to explain how she understood a change of control clause to apply to the refinancing bonus was tortuous. She said that she never read definitions in contracts and did not appreciate that phrases with capital letters were defined terms. She seemed to think it was not her job to read any documents which could be categorised as legal documents.

The first question to be asked is whether or not a person holds 50% of the shares. If such a person is found, that person can be the controller. If there is no other relevant factor, that is the end of the enquiry. However, if somebody holds more than 50% of the shares, but there is some other arrangement in place which means that a different person is entitled to direct the affairs of the company, that person is the controller.

Authority aside, it seems to me that it may, in principle, amount to an abuse of process for a party to seek to reopen an interlocutory order on the basis of treating as a material change of circumstances a development that is wholly within that party's own control. Ex hypothesi, if the matter is within that party's control, it is a change they could have chosen to effect before the order was first made.

It is to be assumed that SWIL had, at least, an informal sub-licence from TMLC, worldwide master sub-licensee, to sell Product in Belgium. Such evidence, by clause 10.11 of Lonsdale Sports master sub-licence to TMLC of the 21 st November 2002, required the consent of Lonsdale Sports.

In my judgment, therefore, what Belmont and Akindele decide for present purposes is that actual knowledge of circumstances which make the payment a misapplication is sufficient to bind the conscience of the recipient. On my analysis of the essential nature of the second supplementary agreement that, however, is not this case.