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 December 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 October 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.

  • The Game Group Plc and The Electronic Boutique Incorporated and Anr
    • Chancery Division
    • 23 October 2002

    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.

  • JSC VTB Bank (a company incorporated in Russia) v Pavel Valerjevich Skurikhin
    • Queen's Bench Division (Commercial Court)
    • 12 June 2019

    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.

  • Criterion Properties Plc v Stratford UK Properties LLC and Others
    • Chancery Division
    • 27 March 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.

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Legislation
  • Broadcasting Act 1996
    • UK Non-devolved
    • January 01, 1996
    ... ... with;(b) revoke the award of a licence to a body where a relevant change takes place after the award, but before the grant, of the licence;(c) make ... characteristics of the body,(b) any change in the persons having control over or interests in the body, or(c) any other change giving rise to F251a ... ...
  • Energy Act 2008
    • UK Non-devolved
    • January 01, 2008
    ... ... (4) An eligible CCS installation qualifies for change of use relief if—(a) the installation is or has been used as part of a ... ) , and(c) which the Scottish Ministers do not have power to control or regulate for the purpose of preventing such obstruction or danger ... ...
  • Capital Allowances Act 1968
    • UK Non-devolved
    • January 01, 1968
    ... ... notwithstanding any sale of it or other change of circumstances ... Normal method of calculation. 20 Normal method of ... is a body of persons over whom the transferor has control, ... or the transferor is a body of persons over whom the transferee ... ...
  • Planning (Northern Ireland) Order 1991
    • UK Non-devolved
    • January 01, 1991
    ... ... “contravention of hazardous substances control” has the meaning assigned to it by Article 61(2); ... “the ... in, on, over or under land, or the making of any material change in the use of any buildings or other land ... (2) The following ... ...
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Books & Journal Articles
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Law Firm Commentaries
Forms
  • Apply to authorise a deprivation of liberty
    • HM Courts & Tribunals Service court and tribunal forms
    Court of Protection forms including the COP1 application to make decisions on someone's behalf.
    ... ... how has P responded to the change of accommodation? ... (e) Does P or will P occupy the accomodation under a ... (b) Is P under constant supervision and control? ... If Yes, please give details ... (c) Is P under physical restraint? ... ...
  • Application to authorise a deprivation of liberty (Sections 4A(3) and 16(2)(a) of the Mental Capacity Act 2005)
    • HM Courts & Tribunals Service court and tribunal forms
    Court of Protection forms including the COP1 application to make decisions on someone's behalf.
    ... ... how has P responded to the change of accommodation? ... (e) Does P or will P occupy the accomodation under a ... (b) Is P under constant supervision and control? ... If Yes, please give details ... (c) Is P under physical restraint? ... ...
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