Seminar | Commercial Litigation

Litigation Forum: Maxime Caveat Emptor
Thursday 9th March 2006
at 10 Queen Street Place, London EC4R 1BE

SJ Berwin LLP has pleasure in inviting you to a Breakfast Seminar. The seminar will analyse the recent Court of Appeal judgment in Infiniteland v Artisan Contracting Limited, a case dealing with what constitutes "disclosure" as given by vendors in share or asset sale agreements. The seminar will also consider the impact which the judgment has had on the ability of purchasers to rely upon warranties made by vendors in such agreements.

Background
The Court of Appeal's decision marks a significant departure from the previous common law position in respect of the standard of disclosure required to limit or preclude warranties made by a vendor in a share or asset purchase agreement. Although the scope of the decision is not yet clear, it may now be more difficult for a purchaser to argue that disclosure made to it was inadequate and that it should be able to recover for breach of warranty. The Court of Appeal also considered whether the purchaser's knowledge of the breach of warranty, or knowledge of its professional advisors, should prejudice its claim. The programme will start with Nick Brocklesby who will provide an overview of the factual background to the case and the reasoning of the Court of Appeal. Alex Leitch, a partner at SJ Berwin since 2000 with a wealth of experience in commercial disputes, will then consider the scope of the decision and the practical considerations and steps that should be taken by a purchaser prior to, and during, a share or asset sale.

Timetable

08.30 Registration/Refreshments
08.45 Seminar begins
09.30 Q&A Session

Chair
Steven Davis
Partner, Corporate Finance

Programme
The implications of the Court of Appeal decision are likely to be significant. The involvement that each purchaser has in due diligence leading to a sale agreement, the relationship that the purchaser has with its professional advisors and the very wording of the sale agreement will now require closer scrutiny. The seminar examines what the Court of Appeal decision is likely to mean for a prospective purchaser, in terms of negotiating and finalising a sale agreement, and looks to identify practical steps that can be taken to protect its position.

Training
SJ Berwin is accredited as a provider of continuing professional development by the Law Society and other professional bodies. Attendance at each seminar qualifies as 1 CPD hour, quoting reference 012/SJBE.

RSVP
RSVP by email to helen.macrae@sjberwin.com including in the message your name and organisation. Alternatively by fax on 020 7111 2000. Colleagues are welcome to come with you or in your place, but please let us know if this is the case.