header-logo header-logo

In the line of fire

07 October 2010 / Henry Marshall
Issue: 7436 / Categories: Features , Commercial
printer mail-detail

Henry Marshall reports on the ongoing “tail-gunner” controversy

The High Court has ruled that a so-called “tail-gunner” clause providing for a corporate finance adviser to be paid a success fee on the completion of a takeover in which the adviser was not involved is enforceable. These clauses are widely used and are common in estate agency contracts as well as in the corporate finance sphere.

The facts

In Seymour Pierce Limited v Grandtop International Holdings Limited [2010] EWHC 676 (QB) the claimant, a firm of corporate finance advisers, claimed the sum of £2.2m as a “success fee” after the completion of the purchase of the company which controlled Birmingham City Football Club by Grandtop International Holdings Limited (Grandtop). Notably, Seymour Pierce was not involved in advising Grandtop in respect of the eventual acquisition, although it had previously been engaged by Grandtop to advise it on its efforts to buy the club.

Seymour Pierce’s engagement letter provided that in the event of an offer for the target company being declared unconditional Seymour Pierce

If you are not a subscriber, subscribe now to read this content
If you are already a subscriber sign in
...or Register for two weeks' free access to subscriber content

MOVERS & SHAKERS

Birketts—trainee cohort

Birketts—trainee cohort

Firm welcomes new cohort of 29 trainee solicitors for 2025

Keoghs—four appointments

Keoghs—four appointments

Four partner hires expand legal expertise in Scotland and Northern Ireland

Brabners—Ben Lamb

Brabners—Ben Lamb

Real estate team in Yorkshire welcomes new partner

NEWS
Robert Taylor of 360 Law Services warns in this week's NLJ that adoption of artificial intelligence (AI) risks entrenching disadvantage for SME law firms, unless tools are tailored to their needs
The Court of Protection has ruled in Macpherson v Sunderland City Council that capacity must be presumed unless clearly rebutted. In this week's NLJ, Sam Karim KC and Sophie Hurst of Kings Chambers dissect the judgment and set out practical guidance for advisers faced with issues relating to retrospective capacity and/or assessments without an examination
Delays and dysfunction continue to mount in the county court, as revealed in a scathing Justice Committee report and under discussion this week by NLJ columnist Professor Dominic Regan of City Law School. Bulk claims—especially from private parking firms—are overwhelming the system, with 8,000 cases filed weekly
Charles Pigott of Mills & Reeve charts the turbulent progress of the Employment Rights Bill through the House of Lords, in this week's NLJ
From oligarchs to cosmetic clinics, strategic lawsuits against public participation (SLAPPs) target journalists, activists and ordinary citizens with intimidating legal tactics. Writing in NLJ this week, Sadie Whittam of Lancaster University explores the weaponisation of litigation to silence critics
back-to-top-scroll