Olswang Corporate Quarterly - Spring 2014

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This article was produced by Olswang LLP, which joined with CMS on 1 May 2017.

Welcome to the Spring 2014 edition of Olswang Corporate Quarterly

In this issue we cover the following topics:

  • New developments on penalty clauses - the Court of Appeal takes a less commercial view Default provisions, good/bad leaver clauses and put and call exit options are commonly included in contracts by parties seeking to provide redress for a breach without having to resort to legal proceedings. However, these provisions run the risk of being held void as penalties. The Court of Appeal has recently overturned a High Court decision and held provisions in a share purchase agreement to be unenforceable. We look at the Court of Appeal's decision and give some practical drafting tips.
  • Competition law as a strategic weapon - new opportunities from new laws 2014 sees a series of developments in both legislation and regulators which will increase the stakes for competition law enforcement in the UK. While this brings new risks and threats for businesses facing competition investigations or court claims, it also promises to open up fresh opportunities for businesses to make competition law a tool for achieving strategic objectives in the face of supplier cartels, dominant competitors or other situations where competition law offers a remedy.
  • TUPE overview and recent changes - key implications for business sales and outsourcing The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) can give rise to various employment related obligations and liabilities for companies involved in business sale transactions and outsourcing scenarios. Our Employment team highlights some key points to watch out for when managing this type of transaction and comments on the implications of recent amendments to TUPE which came into force on 31 January 2014.
  • Managing cross border transactions in Spain - local requirements and how to prepare for them Recent reports indicate that Spain is starting to turn the corner in terms of national economic recovery. As prospects brighten, our Madrid team highlights some key differences in transaction procedures under Spanish law which can trip up unwary UK companies and investors project managing a cross border transaction.
  • Did you know…? Some practical points for companies including the publication of the 2014 edition of Olswang's Guide to Doing Business in the UK, a recent High Court case which highlights the importance of clear drafting in relation to giving notice of claims, and the launch of Olswang's Privacy Risk Assessment tool for clients.

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