英国公司交易中的陈述——买方当心

Buyer BewareUK – 27 April 2026 Buyer beware (caveat emptor) is a fundamental principle in corporate acquisitions and otherpurchase agreements under English law. In the recent decision ofJinxin v. Aser and others[2026] EWHC 75 (Comm), the English Commercial Court has dismissed wide-ranging claimsfor deceit and unlawful means conspiracy arising out of alleged representations made in the In deceit claim, whether the representations were, as amatter of fact, made, false and known by the representor tobe false, is critical. The court considered the representationsin detail, addressing the business practices of the MPSGroup (and particularly whether there was anticompetitive Although any case alleging deceit will depend on the precisefactual circumstances, in the corporate acquisition context, •That representations in the preacquisition context will notbe interpreted overly broadly to go beyond the statements •Where statements are designed to be made to theultimate buyer, the fact that they may be made to arepresentative will not prevent the buyer from relying on Having done so, the court concluded that while certainaspects of the MPS Group business may not have been runaccording to what might be expected in modern businesspractices and in other industries, the representations were •Deceit claims remain available in appropriate situations, butthe first port of call where an acquisition does not turn out Claims in Deceit Jinxin’s Claim A claim in the tort of deceit (sometimes referred to asfraudulent misrepresentation) will arise where: In 2016, Jinxin acquired the MPS Group, a sports broadcastand media rights group that included, among other mediaproperties, broadcast rights for the Italian Serie A football •Person A makes a representation: –That is false –That Person A either knows to be false or makes withoutany genuine belief that it is true In preparation for the transaction, MPS engaged advisers whoprovided various due diligence documents providing detail ofthe financial and legal position of the group. These documents •The representation is intended to be believed by Person B. •Person B is caused to believe that the representation is trueand suffers loss as a result. The acquisition completed in mid-2016; by 2018, the MPSGroup had failed, and Jinxin had lost its investment. Representations can be either expressly made, or take theform of actions. However, mere nondisclosure is not enough(save in certain limited situations where there is a duty to Jinxin issued proceedings against the sellers of MPSGroup and several others. Jinxin relied at trial on sevenexpress representations contained in the due diligence In this case, Jinxin alleged a mix of express representationsmade in the diligence documents prepared by or on behalfof the sellers/MPS, and implied representations based onthat diligence information provided. The court found that, Recipients of Representations Jinxin v. Aserin Practice For sellers, the court’s conclusions will be welcomed in thatthey make clear that statements made during an acquisitionprocess will not be interpreted overly broadly, where sucha meaning goes beyond the statement actually made; andsuch broad representations will not generally be implied. Assaid at Paragraph 260 of the judgment, “Absent the clearest As part of a claim in deceit, the representation must reachthe representee so as to cause them to believe it. This islogical – if a representee does not know a representation hasbeen made, it cannot then affect their belief/behaviour. This Jinxin was only incorporated a short time before thetransaction. Representations had therefore been madenot to Jinxin, but to representatives of Jinxin’s would-beshareholders. The court concluded that, for Jinxin to have In circumstances where an acquisition has not turned outas expected, a buyer’s first recourse will usually be to theacquisition documents, and in particular any warranties andindemnities captured within the transaction documents. It is common in corporate transactions for a newco tobe established for the purpose of acquiring the shares inthe target business; and so it will often be the case thatrepresentations will be made not to the buyer that ends uprelying on any statement made, but a representative. The Deceit claims will typically only be pursued where contractualexclusions and limitations prevent warranty claims being The Interplay Between Deceit/Misrepresentation and Warranty/ Contacts Miles RobinsonPartnerT +44 20 7655 1315 InJinxin v. Aser, as is typical in acquisition agreements, certain of the defendant sellers gave contractual warranties as to the position of the MPS Group to Jinxin. Warranties inthis context will typically cover everything from the status ofthe shares being transferred, the financial and trading positionof the group, employees, assets, disputes and other matters Christian TomsPartnerT +44 20 7655 1623 Chris Webber PartnerT +44 20 7655 1655E chris.webber@squir