Restrictive covenants: when is a person ‘concerned in’ a competing business?

In Spill Bidco Ltd & ors v Wishart [2025] EWHC 2513 (Comm) the High Court considered the interpretation of restrictive covenants in a share sale agreement. In particular, the case considered whether lending money to a competing business resulted in the lender being ‘concerned’ in that business in breach of the restrictions.

Facts

In December 2022, the founder of a manufacturing business sold his shares to a private equity-backed Bidco, remaining as a non-executive director post-completion.