Publication
The UK Football Governance Bill: Impact on ownership
The UK Football Governance Bill (the Bill), reintroduced by the current Labour government in 2024, marks a significant shift in the regulation of English football.
Global | Publication | June 2025
Chugga Chugg Pty Ltd (Chugga Chugg) entered into a contract with German shipyard Nobiskrug GmbH (Nobiskrug) for the design, build and delivery to Chugga Chugg of a luxury yacht (the Contract). Under the Contract, Nobiskrug’s parent, Privinvest Holding SAL (Privinvest) provided a parent guarantee for €9,955,000 securing Privinvest’s performance under the Contract (the Guarantee).
Both Chugga Chugg and Nobiskrug served rival termination notices in 2020, before Nobiskrug commenced arbitration proceedings against Chugga Chugg in June 2020. Part way through these arbitration proceedings Nobiskrug entered into preliminary insolvency.
Two awards were given in Chugga Chugg’s favour, following which Chugga Chugg sent a letter of demand to Privinvest under the Guarantee, following Nobiskrug’s failure to pay.
The Court found that Nobiskrug had no legitimate basis for its purported termination, and addressed several key issues:
The Court then turned to the matter of the Guarantee. Clause 2 of the Guarantee outlined conditions under which the Guarantee was triggered, providing:
“If an alleged breach or termination is uncontested by the Builder, we shall procure performance or pay as required, on first demand being made by the Owner. If the alleged breach or termination is contested by the Builder, we shall procure performance or pay as required against presentation of both (a) a final unappealable award in favour of the Owner … and (b) a written demand by the Owner…”
The Court found that the conditions triggering the Guarantee required a breach by Nobiskrug to be established, and as such the Guarantee was a “see to it” guarantee. In addition, the Court found that where there was no positive admission of liability by Nobiskrug in the arbitration, the breach was “contested”. Barring such an admission, or a settlement, with or without admission, a breach would be “contested” especially in circumstances where arbitration proceedings have commenced.
Publication
The UK Football Governance Bill (the Bill), reintroduced by the current Labour government in 2024, marks a significant shift in the regulation of English football.
Publication
Even when shareholder proposals fall short at the polls, their influence can resonate beyond the vote count and plant the seed for potential shifts in shareholder engagement themes.
Publication
The Ontario Securities Commission (OSC) is seeking public comment until September 3, 2025, on a proposal (the Proposal) to prohibit persons and companies from participating in prospectus offerings and private placements made by reporting issuers in Ontario when such persons or companies recently sold short the equity security being offered.
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