Change of Control in UK Law

Leading Cases
  • Patrick Mckillen (Petitioner) v Misland (Cyprus) Investments Ltd (a company registered in Cyprus) and Others
    • Chancery Division
    • 21 Diciembre 2011

    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.

  • Newcastle International Airport Ltd v Eversheds LLP
    • Chancery Division
    • 02 Octubre 2012

    She is plainly a capable, experienced, worldly and intelligent person. She has a long and impressive track record of work in the field of corporate finance. An important part of that role was to ensure that new contractual provisions affecting executive directors were subject to independent scrutiny by the Remuneration Committee.

    Miss Radcliffe did not bother with minutiae; she concerned herself only with the broader picture. In the course of her oral evidence she used the expression "legalese" in a contemptuous and dismissive manner on countless occasions. Although she readily accepted that she would have understood the terms of the executive directors' contracts if she had read them she said that she did not in fact do so.

    On very many occasions Miss Radcliffe said that she did not bother to open, let alone read, attachments. One of those attachments was Ms Lightfoot's summary of the changes referred to above. Another was Appendix A to PwC Monks's letter of 12 January 2006. A third was Counsel's Opinion attached to the Eversheds' report sent on 13 December 2006.

  • Criterion Properties Plc v Stratford UK Properties LLC and Others
    • Chancery Division
    • 27 Marzo 2002

    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.

  • Leofelis Sa and Anotherl v Lonsdale Sports Ltd and Others
    • Chancery Division
    • 08 Marzo 2007

    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.

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  • Land and Buildings Transaction Tax (Scotland) Act 2013
    • Scotland
    • 1 de Enero de 2013
    ...... the withdrawal of reconstruction relief or acquisition relief, the change of control of the acquiring company mentioned in paragraph 13 of schedule ......
  • Energy Act 2008
    • UK Non-devolved
    • 1 de Enero de 2008
    ...... . (3) The activities are— . . (a) the use of a controlled place for the unloading of gas to an installation or pipeline;. . . (b) ... of electricity from renewable sources exempted from climate change levy) in relation to electricity generated from each of those sources; . ......
  • Capital Allowances Act 1968
    • UK Non-devolved
    • 1 de Enero de 1968
    ...... (changes in persons carrying on a trade), or of any. provision of Part IV of the a body of persons over whom the transferor has control,. or the transferor is a body of persons over whom the transferee. has ......
  • Finance Act 1988
    • UK Non-devolved
    • 1 de Enero de 1988
    ......or is withdrawn. (2) Where there is a material change in the nature of. the supplies made by a person exempted from ...before any of its activities came under the control of a person. exercising functions which, in the United Kingdom, would be. ......
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