Starbev GP Ltd v Interbrew Central European Holdings BV (Rev 1)

Starbev GP Ltd v Interbrew Central European Holdings BV (Rev 1)

The dominant purpose test applies to the anti-avoidance clause in the CVR agreement. The Convertible Note transaction was structured with the dominant purpose of reducing payments due to ABI and is deemed an Equity Return. Fees and recharge payments incurred in acquiring the business are included in the Investment Amount. Both appeals are dismissed.

Parties
Appellant/respondent: Starbev GP Limited; Respondent/appellant: Interbrew Central European Holdings BV
Jurisdiction
England and Wales
Judgment Date
11 May 2016
Procedural Posture
Civil Appeal / Judgment on Appeal From High Court (commercial Court)
Outcome
Both appeals dismissed
Legal Topics
Interpretation of Anti Avoidance Clauses, Calculation of Contingent Value Rights, Purpose Test in Contractual Clauses
Commercial Law Contract Law Interpretation of Anti Avoidance Clauses Calculation of Contingent Value Rights Purpose Test in Contractual Clauses

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Parties

Starbev GP Limited

Appellant/respondent

Interbrew Central European Holdings BV

Respondent/appellant

Procedural Posture

Civil Appeal / Judgment on Appeal From High Court (commercial Court)

Legal Issues

  1. 1 Whether the dominant or sole purpose test applies to anti-avoidance clause 4.4.3 of the CVR agreement
  2. 2 Whether certain transaction fees and recharge payments are included in the Investment Amount for CVR calculation
  3. 3 Whether the Convertible Note transaction should be deemed an Equity Return under the anti-avoidance provision

Ratio Decidendi

The dominant purpose test applies to the anti-avoidance clause in the CVR agreement. The Convertible Note transaction was structured with the dominant purpose of reducing payments due to ABI and is deemed an Equity Return. Fees and recharge payments incurred in acquiring the business are included in the Investment Amount. Both appeals are dismissed.

Court Disposition

Both appeals dismissed

Orders

  • Declaration that the Convertible Note transaction is deemed an Equity Return under clause 4.4.3
  • Declaration that the disputed fees and recharge payments are included in the Investment Amount