The recent High Court decision in Zedra Trust Company (Jersey) Ltd and anor v The Hut Group Ltd anor v The Hut Group Ltd [2019] EWHC 2191 (Comm) is a useful reminder of the benefits of explicit contractual drafting in relation to parties' information rights under commercial agreements.

The dispute arose in the context of a sale of the entire issued share capital of the target company, Cend Ltd, by Zedra to the Hut Group. The Sale and Purchase Agreement contained a contractual review and adjustment mechanism regarding the consideration due to Zedra, and Zedra demanded sight of a subsequently prepared auditors' report which would be applicable to the operation of that mechanism. The Buyer – who had instructed the auditors, albeit at Zedra's request and expense – refused to disclose the complete report, providing Zedra only with short extracts.

Zedra challenged the Buyer's position, requesting sight of the auditors' work product as well as related correspondence and documents.

Originally published 12 September 2019

Downloads PDF

Visit us at

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2019. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.