LONDON – 6 August 2018 – A multidisciplinary London-based team at global law firm Greenberg Traurig, LLP advised InterContinental Hotels Group plc on its arrangements
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M&A
Greenberg Traurig Represented CVC Capital Partners in the Acquisition of Leading Convenience Retailer Żabka from Mid Europa Partners
Greenberg Traurig advised CVC Capital Partners with respect to an agreement for the acquisition of Żabka Polska from Mid Europa Partners. The transaction is subject…
Continue Reading Greenberg Traurig Represented CVC Capital Partners in the Acquisition of Leading Convenience Retailer Żabka from Mid Europa Partners
Brexit: Implications for the Gaming Industry
This note addresses the impact of Brexit on the gaming industry. It is one of a series of GTM Alerts designed to assist businesses in
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Breach of Warranty Claims – Teoco UK Limited (Claimant) v Aircom Jersey 4 Limited and Aircom Global Operations Limited (Defendants) [2015] EWHC (Ch)
In the recent case of Teoco UK Limited v Aircom Jersey 4 Limited and Aircom Global Operations Limited [2015] EWHC (Ch), the High Court considered the validity of breach of warranty claim notification letters.
Facts
The claimant acquired two companies and their subsidiaries from the defendants. In the sale and purchase agreement (“SPA”) the defendants gave various general warranties, tax warranties and a tax covenant which applied in certain circumstances. The SPA contained limitation of liability provisions which provided that a defendant would not be liable for any claim unless:
- the claimant had given notice to the defendant of the claim setting out reasonable details of the claim (including the grounds on which it was based and the claimant’s good faith estimate of the amount of the claim (including the claimant’s calculation of the loss, liability or damage alleged to have been suffered or incurred));
- the claimant had given notice as soon as reasonably practicable after it became aware that it had such a claim, and in any event on or before 31 July 2015. The claimant was also required to, as soon as reasonably practicable, give notice to a defendant containing reasonable details of any matter or thing of which the claimant Group becomes aware that indicated that the claimant had or was likely to have a claim; and
- legal proceedings in respect of the claim had been commenced by being properly issued and validly served on the defendant within six months of the date the defendant was first notified of the claim.
In February 2015 the claimant lawyers sent a letter to the defendants to notify them of various claims being made against the target company. The letter was tentative as it referred to “tax exposures [which] may exist”, “potential…tax liabilities” and the “estimate of…possible quantum” set out in a “preliminary report prepared by PwC”. The claimant alleged that these factors indicated that certain tax liabilities may have existed, which were not disclosed to the claimant when the SPA was signed and the claimant reserved the right to make a claim. The letter did not identify the specific warranties the claimant alleged the defendants had breached.
The defendants responded stating that the letter did not contain reasonable details of the claims. In June 2015 the claimant sent another letter which provided some further information.
In August 2015 the claimant commenced proceedings and served a claim for breach of warranties in the High Court. The defendants made an application to strike out the claim.
European Commission Raises the Stakes for Undertakings to Comply with EU Merger Control Rules
The European Commission (Commission) imposed a fine of EUR 20 million on Marine Harvest, the Norwegian salmon farmer and processor, after it acquired a 48.5…
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EU Commission Publishes Merger Regulation White Paper on Minority Shareholdings
In the United States, merger control rules require notifications to be submitted to the Federal Trade Commission and Department of Justice in respect of certain…
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