Talking Business

In this month's podcast we consider the circumstances in which statements labelled as "warranties" in a transaction document could also constitute representations; review a decision involving a claim for fraudulent breach of warranty against a corporate seller; and confirm that HMRC does not have special status preventing it from being "crammed down" in a Part 26A restructuring plan.

In this month's podcast we review a dispute triggered by inconsistencies between accounting concepts and legal drafting in a share purchase agreement; confirm that a director can be disqualified without any causal link between their misconduct and a company's insolvency; and explain that a company's auditors have no duty to report fraud to individual shareholders.

In this month's podcast we explain how an "indefinite" agreement could still be terminated; confirm that statutory limitation periods do not apply to unfair prejudice petitions; consider an unlawful poaching case where 22 employees moved to a competitor; and review a decision involving a claim for unpaid monies due on subscriber shares.

In this episode we consider two cases featuring problems with paperwork and we review the FCA's decision to fine two individuals for insider dealing where the fines were more than 10 times the profit made from the unlawful trading.

In this month's podcast we explain how the court intervened in a deadlocked company to enable shareholder resolutions to be circulated; provide a warning for investors looking to recover losses suffered by the companies in which they invest; and summarise the LSE's proposals to innovate and develop its AIM market.

In this month's podcast we review the High Court's interpretation of certain commercial contract warranties in a sale agreement; consider what it means to be "concerned" in a business and when this may breach restrictive covenants; and examine the Privy Council's decision that unanimous shareholder consent did not require the features of a binding contract.

In this month's podcast we explain the lessons from a recent case on how to notify and measure warranty claims; shine a spotlight on how historic payments to directors may be challenged; review the offence of failing to prevent fraud and new guidance on prosecutors' approach to corporate offending; and confirm that the FCA has approved the London Stock Exchange as the first operator of a PISCES platform.

In this month's podcast we explain why the dilution of a shareholding was not unfairly prejudicial conduct; confirm the implementation date for mandatory director identity verification; recount how the court has rejected another challenge to a final order made under the National Security and Investment Act; and highlight the impact of not having a bespoke LLP agreement.

In this month's podcast, we consider the Court of Appeal's landmark ruling on directors' duties; review a case involving the interpretation of leaver provisions in articles of association; and summarise the FCA's final rules for its new public offers and admissions regime.

In this month's podcast we review how an informal exchange of WhatsApp messages led to a binding contract; confirm that "sleeping" directors cannot avoid liability through their inactivity; and explain why a recent decision gives hope to passive investors who rely on a company's published share price.