Transactions

In Gibbins v Tierney [2024] EWHC 2004 (Ch), the High Court reaffirmed the principles that apply when deciding whether there has been unfair prejudice, within the meaning of section 994 of the Companies Act 2006, in a quasi-partnership. This case is a good example of how unfair prejudice rules are applied by the Courts to quasi partnerships in circumstances where one party has allegedly sought to shut out another from management decisions.

The Takeover Code (the “Code”) has published its response to its consultation on the application of the Code and is adopting the amendments previously proposed in PCP 2024/1 subject to some modifications.  The changes will take effect on 3 February 2025 and transitional arrangements will run for two years until 2 February 2027. The Code has been amended to refocus its application on companies which are registered in the UK, the Channel Islands or the Isle of Man (“UK registered”) and either: any of the company’s securities are admitted to trading on a UK regulated market ie. the Main Market, a UK multilateral trading facility ie. AIM and Aquis Growth Market, or a stock exchange in the Channel Islands or the Isle of Man ie. TISE (“UK quoted"); or the company was UK quoted at any time during the two years prior to the relevant date. Subject to transitional provisions, the Code will no longer apply to a public or private company which ceased to be UK quoted more than two years prior to the relevant date.

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: IA Principles of Remuneration 2025 The Investment Association has published its Principles of Remuneration for 2025 following a review to ensure they support a competitive remuneration environment and meet investor expectations. Companies House ECCTA implementation plan Companies House has published its implementation plan for the Economic Crime and Corporate Transparency Act 2023. Invest 2035: The UK’s Modern Industrial Strategy The government has published a green paper focused on creating a pro-business environment that supports businesses to thrive and grow and making it simpler and cheaper for companies to scale up and invest. Independent expert panel report on corporate re-domiciliation An independent expert panel on corporate re-domiciliation, convened by the government in December 2023, has published a report outlining its recommendations. Code of Conduct for Directors The Institute of Directors has launched a voluntary Code of Conduct for Directors aimed at helping directors make the right decisions by providing clear guidance on what constitutes good conduct. Material Adverse Effect conditions - lessons to learn from a recent case This case teaches us some valuable lessons about how the courts approach MAE conditions in M&A agreements. An interim dividend paid to one shareholder may become a debt due to all This case highlights that if an interim dividend is paid to one shareholder, it may become a debt due to all shareholders (of the same class), unless they agree otherwise. Article in ‘PLC Magazine’ on public M&A in the real estate sector: issues and trends Partners Richard Werner and Tom Bacon share their insights on the key issues that are relevant to public M&A in the real estate sector. Article in ‘Law 360’ on tokenised investment funds in the UK Partner Tom Bacon and associate Andrew Tsang authored an article for Law360 on the road ahead for tokenised investment funds in the UK. Article in ‘Law360’ on the FRC’s report on good corporate governance Lead Knowledge Counsel Tessa Hastie, assisted by Dana AlBalooshi, authored an article published in Law360 providing insights from the FRC’s recent report on reporting against the Wates Principles.