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ARTICLE · 11 OCTOBER 2023

Auditors Disclaimer Dodged, For Now

Travers Smith LLP
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The High Court has ruled that the buyers of shares in a company had a realistic prospect of successfully showing at trial that the defendant auditors owed them a common law duty...

United KingdomCorporate/Commercial Law
Lucy Jay
Lucy Jay
Joseph Moore
Joseph Moore
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The High Court has ruled that the buyers of shares in a company had a realistic prospect of successfully showing at trial that the defendant auditors owed them a common law duty to exercise reasonable skill and care in preparing the target company's completion accounts for the transaction, despite the auditors' terms of engagement including a Bannerman disclaimer disclaiming the assumption of responsibility to anyone other than the company and its members as a body

Amathus Drinks Plc and others v EAGK LLP and another [2023] All ER (D) 16 (Oct).

Background

The first and second claimants (the "Claimants") agreed to acquire the entire share capital of the third claimant company (the "Company") on terms that the purchase price would be adjusted by reference to completion accounts.

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