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UK corporate law weekly: Drax on notification clauses; director duties/bad leaver; shareholder options valuation; FCA/FRC timetable; EU MAR delegation; trackers, Q&As—20 June 2024

Published on: 20 June 2024

Published by a LexisNexis Corporate expert
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  • Private M&A
  • Directors and company secretaries
  • Members
  • Financial services regulation for corporate lawyers
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Private M&A

Compliance with a notification clause—does the other side know enough? (Drax v Scottish Power)

News analysis: Ben Summerfield, partner at Morrison Foerster, alongside James Wong, associate at Morrison Foerster, review Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477. In Drax, the Court of Appeal assessed what amounts to compliance with a notification clause in a share purchase agreement. Such clauses are routinely included in share purchase agreements and, increasingly, appear across other contractual forms. In essence, notification provisions require that, before one party to the contract may advance a claim against the counterparty, the claimant must deliver a notice of claim to that counterparty. A failure to meet the stipulations of a notification clause within an agreement can leave any claim under that agreement unenforceable and at risk of being struck out and/or summarily dismissed. For that reason, adherence to the agreed notification mechanism is essential...

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