Material Adverse Change in UK Law

Leading Cases
  • Grupo Hotelero Urvasco SA v Carey Value Added SL
    • Queen's Bench Division (Commercial Court)
    • 24 Jun 2013

    In summary, authority supports the following conclusions. The interpretation of a "material adverse change" clause depends on the terms of the clause construed according to well established principles. In the present case, the clause is in simple form, the borrower representing that there has been no material adverse change in its financial condition since the date of the loan agreement.

    In the present case, part of that matrix concerns the nature of the Urvasco group's business. At the end of 2007, it owed about €2.3 billion to over forty banks, mostly Spanish banks. The business, even in a benign economic climate, required constant negotiations with financial institutions. Such negotiations would not, in my view, constitute an event of default, whether or not resulting in a formal agreement.

  • The Commissioners for HM Revenue and Customs v British Telecommunications Plc
    • Court of Appeal (Civil Division)
    • 11 Abr 2014

    Prudent and circumspect economic operators – such as BT – were not justified in holding any expectation that the Old Scheme would be maintained forever. As the Court of Justice explained, the question is whether such operators could have foreseen the possibility of the change that happened. The question is whether, in all the circumstances, the operator would have had sufficient information to permit it to expect that a change was possible.

    In response to that, Mr Lasok reminded us that, in addition to the changes introduced by the FA 1990, the consequential 1991 Regulations and guidance, by way of a change to the previous practice, required any claims for relief under the Old Scheme to be made in the return for the tax period when the relevant insolvency document was received – they could no longer be made in any subsequent return.

  • Excalibur Ventures LLC v Texas Keystone Inc. and Others (Defendants/Costs Claimants) Psari Holdings Ltd and Others (Costs Defendants)
    • Queen's Bench Division (Commercial Court)
    • 23 Oct 2014

    By the 1 st Psari Funding Agreement of 24 November 2010 Psari agreed with Excalibur to advance, and did advance, US $ 10,000,000 in respect of costs. It also agreed to advance a further $ 5 million for security for costs should that be ordered. In return Psari was, in the event of success, to obtain a 10% working interest in such interest as Excalibur received in the Shaikan field (with the option of monetisation after a certain period) or 10% of any damages in respect of Shaikan.

    The 10% figure was to be increased by a further 2.5% if the $ 5 million was drawn down, and pro rata to any lesser sum. Under the Agreement Excalibur undertook to use Clifford Chance until such time as its obligations to Psari were discharged in full.

  • Attrill and Others v Dresdner Kleinwort Ltd
    • Queen's Bench Division
    • 28 May 2010

    Fourthly, there is the relative informality of the way in which the announcement was made. It is no answer to say that it was not unusual, or even that it was usual, to communicate information to employees at a 'Town Hall' meeting. What is striking about making the announcement is that not all of those affected by it were present or were asked to be present.

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Legislation
  • Public Service Pensions Act 2013
    • UK Non-devolved
    • 1 de Enero de 2013
    ......'s request, on the desirability of changes to the scheme. . (2) Where, by virtue of ... to the authority to have significant adverse effects in relation to the pension payable to or ... that the failure is likely to be of material significance to the Regulator in the exercise of ......
  • Enterprise and Regulatory Reform Act 2013
    • UK Non-devolved
    • 1 de Enero de 2013
    ...... given by section 92(1) of the Climate Change Act 2008. S-2 . Designation of the UK Green ... . (i) makes a material alteration to the terms of the operational ... shall, if it has decided that there is an adverse effect on competition, decide whether, taking ......
  • Data Protection Act 2018
    • UK Non-devolved
    • 1 de Enero de 2018
    ...... The Secretary of State may by regulations change the meaning of “approved medical research” ... (a) (a) produces an adverse legal effect concerning the data subject, or . ... subsection (1) is no longer likely to materialise, or . (c) (c) it would involve a ......
  • Serious Crime Act 2015
    • UK Non-devolved
    • 1 de Enero de 2015
    ...... significant risk of, serious damage of a material kind; and. . . (d) the person intends by doing ... alarm or distress which has a substantial adverse effect on B's usual day-to-day activities. . ... . . (a) to promote change in the social and cultural patterns of behaviour ......
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Books & Journal Articles
  • Navigating trans‐atlantic deals: warranties, disclosure and material adverse change
    • Núm. 15-4, Noviembre 2007
    • Journal of Financial Regulation and Compliance
    • 472-481
    Purpose: The purpose of this paper is to explore certain remaining differences in the underlying legal considerations and the differing customs and practices of US and UK mergers and acquisitions i...
  • Loan Agreements
    • Part I. Briefing
    • Stop Vulture Lawsuits
    • Poornimah Devi Sookun
    • 13-24
    2.1 What is a loan agreement? - 2.2 Structure of a loan agreement - 2.3 Concepts under a loan agreement
    ......B Protective clauses . C Change of circumstance clauses. 14. Operational clauses ... and warranty Cross default Material adverse change default. A Operational clauses ......
  • The Emerging Post-Crisis Financial Architecture: The Path-Dependency of Ideational Adverse Selection
    • Núm. 17-3, Agosto 2015
    • British Journal of Politics and International Relations
    Research Highlights and Abstract This article Contributes to the debate on policy change and economic ideas after the crisis, finding ideas and material interests to be closely aligned and introdu...
    ...... and Abstract This article • Contributes to the debate on policy change and economic ideas after the crisis, finding ideas and material interests ......
  • The EU (non) co-ordination of minimum subsistence benefits: What went wrong and what ways forward?
    • Núm. 22-2, Junio 2020
    • European Journal of Social Security
    This contribution deals with the co-ordination of minimum subsistence benefits in EU law. It is argued that the distinction between social assistance schemes and non-contributory benefits in EU soc...
    ...... the rights of mobile citizens, but in an adverse manner that undermines the co-ordination efforts ... assistance should be included in the material scope of application of Regulation 883/2004. This ...Such a change could be accompanied by a single, coherent ......
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Law Firm Commentaries
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