Takeda Pharmaceutical Company Ltd v Fougera Sweden Holding 2 AB

Takeda Pharmaceutical Company Ltd v Fougera Sweden Holding 2 AB

Neither the SPA nor the Letter Agreement impose an obligation on Fougera to provide Takeda with investor information or not to obstruct its provision. The factual matrix and Danish tax law/practice as at the relevant dates do not support the necessity or control of such information by Fougera. Express terms, implied terms, and further assurance clauses do not create the obligations contended for by Takeda.

Parties
Claimant: Takeda Pharmaceutical Company Limited; Defendant: Fougera Sweden Holding 2 AB
Jurisdiction
England and Wales
Judgment Date
10 August 2017
Procedural Posture
Commercial Dispute / Judgment on Preliminary Issues
Outcome
Both preliminary issues answered in the negative; no obligation found.
Legal Topics
Interpretation of SPA, Implied Terms, Withholding Tax Indemnity, Duty to Cooperate, Provision of Investor Information
Contract Law Tax Law Interpretation of SPA Implied Terms Withholding Tax Indemnity Duty to Cooperate Provision of Investor Information

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Parties

Takeda Pharmaceutical Company Limited

Claimant

Fougera Sweden Holding 2 AB

Defendant

Procedural Posture

Commercial Dispute / Judgment on Preliminary Issues

Legal Issues

  1. 1 Whether Fougera is obliged under the SPA and/or Letter Agreement to provide Takeda with information about its investors upon request
  2. 2 Whether Fougera is obliged not to obstruct or delay Takeda's efforts to obtain such information

Ratio Decidendi

Neither the SPA nor the Letter Agreement impose an obligation on Fougera to provide Takeda with investor information or not to obstruct its provision. The factual matrix and Danish tax law/practice as at the relevant dates do not support the necessity or control of such information by Fougera. Express terms, implied terms, and further assurance clauses do not create the obligations contended for by Takeda.

Court Disposition

Both preliminary issues answered in the negative; no obligation found.