
Publication
Essential Corporate News – Week ending 23 May 2025
The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 and an accompanying Explanatory Memorandum were published on 14 May 2025.
Global | Publication | March 2025
In Macdonald Hotels Ltd v Bank of Scotland Plc [2025] EWHC 32 (Comm), the High Court examined the terms of a loan which precluded a borrower from creating any security or selling or disposing of any relevant assets without the lenders’ prior approval.
The court held that a term should be implied to the effect that a lender should not be entitled to refuse its consent "for a reason or reasons unconnected with what it perceived to be its own commercial best interests or … when no reasonable entity in the position of [the lender] could have refused consent" and there is a duty to exercise a contractual discretion “in good faith and not arbitrarily or capriciously”.
This ruling has wider implications in commercial contracts. A party wishing to retain an absolute discretion to approve or reject an action by a counterparty under a contract should consider drafting the relevant undertaking as an absolute prohibition, rather than as a prohibition without prior consent.
NRF’s fuller summary on the case can be found here, and the judgment can be found here.
Publication
The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 and an accompanying Explanatory Memorandum were published on 14 May 2025.
Publication
The Regulator’s annual funding statement for private sector DB schemes was published on April 29, 2025. It is the first such statement since the new DB funding regime came into force from September 22, 2024, onwards.
Publication
On April 29, 2025, Minister for Pensions Torsten Bell confirmed that new regulations will be laid in the autumn to allow for multi-employer collective defined contribution (CDC) schemes to be established. The related press release can be read here.
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