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Corporate and commercial disputes review

Issue 08

Publication October 2019

A key focus of this edition is director and company liability. We look at the extent to which a director of a company is personally liable for inducing a breach of contract by that company in light of the decision in Antuzis & Ors v DJ Houghton Catching Services Ltd & Ors [2019] EWHC 843 (QB). Continuing on the same theme, we also consider how to settle claims with board members of German companies and the Supreme Court’s decision on parent company liability.

We also review recent case law on dividends, including the issue of when it is unfair not to pay a dividend on a share in light of the recent High Court decision in Routledge v Skeritt & Ors; and examine the Court of Appeal’s recent guidance on the claw back of dividends and directors’ duties prior to insolvency.

Separately, we consider the future of internal investigations in the US and beyond following the decision in US v Connolly and offer ten tips for crisis management, including how best to prepare and ensure the process is not purely reactive.

Finally, we turn away from company law to give an update on how we can expect choice of governing law and jurisdiction clauses to be affected post-Brexit.

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In this issue

  • Catching chickens and inducing a company’s breach of contract: when can directors be personally liable for the Company’s acts
  • English Court of Appeal guidance on the clawback of dividends and directors’ duties prior to insolvency: BTI 2014 LLC v Sequana S.A [2019] EWCA Civ 112 
  • Directors’ duties, dividends, and when payments are unfair
  • Settling disputes with members of the Management Board of a German stock corporation: Pitfalls and contractual options
  • UK Supreme Court clarifies issues on parent company liability in Lungowe v Vedanta
  • The future of internal investigations in the US and beyond
  • Ten top tips for crisis management
  • Choice of governing law and jurisdiction post-Brexit

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