Sophie Brookes and Debbie Shaw examine draft disclosure letters and damage claims in Veranova Bidco, share transfer in breach of articles in Uconinvest case, and reforming AIM rules
Disclosures may amount to actionable misrepresentations
In the recent case of Veranova Bidco LP v Johnson Matthey plc [2025] EWHC 707 (Comm), the High Court dismissed an application for summary judgment of whether statements made in a draft disclosure letter could amount to actionable representations.
The Court held that the claimant's action for fraudulent misrepresentation had a reasonable prospect of success, and whether the draft disclosure letter contained actionable representations was a question for trial.
Although only a preliminary hearing, the Judge's comments on the nature of disclosure letters and the resulting implications for misrepresentation claims, are potentially significant.
