Mafalda Barreto on Representations & warranties insurance (R&W) – a facilitator for M&A transactions | Advocatus

In Judgment no. 183/2026, of 10 February, the Supreme Court analysed the requirements for the validity and enforceability of an uncertificated registered share pledge and examined the conditions for its avoidance in the context of insolvency proceedings.

This paper analyses the decision of the Mannheim Local Division of 2 October 2025, where the Unified Patent Court (UPC) justifies its jurisdiction on the basis of shipment of products from a UPC territory by company listed as authorized representative in the EC and UK markets as event giving rise to damage. Furthermore, although the applicable law with regard to the infringement of the European patent validated in States that are not party to the Agreement on a Unified Patent Court is the national law of those States, with regard to the scope of patent protection, the UPC imposes on the defendant—unduly—the burden of proving the specifics of national law.

The Court of Appeal of the Unified Patent Court has ruled that a patent invalidity defence cannot be raised before the Unified Patent Court, with only a counterclaim being possible. This calls into question the way in which the ‘long arm’ is being applied with regard to European patents validated in States that are not party to the Agreement on a Unified Patent Court (UPCA), whether or not they are members of the European Union, since no counterclaim for revocation or plea of invalidity as a defence can be filed or raised with regard to such patents. This raises significant doubts about the compatibility of how the ‘long arm’ is applied in the Unified Patent Court system, given its own Rules of Procedure.

Recognition of UK restructuring plans remains a contentious issue in the European Union. This decision by the Frankfurt am Main Regional Court is controversial, but it raises questions about the consequences of the application of the rule in Gibbs by the courts of England and Wales in this context.

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When a serious irregularity is found in administrative contracts owing to their employment character, jurisdiction lies with the employment branch of the court system. However, if the administrative route is not outside the scope of the law, jurisdiction lies with the judicial review branch of the court system.

The Court of Justice of the European Union (Fifth Chamber), in its judgment of 27 November 2025 (Case C-567/24, Svema Trade), concerning the equitable price in a squeeze-out requiring minority shareholders to sell their shares to an offeror who, following a mandatory takeover bid, has acquired more than 90% of the capital carrying voting rights in the company subject of the takeover bid, states that the presumption that the price offered in the bid, in the context of such a squeeze-out of holders of securities, is equitable is rebuttable.

Despite classifying the association as a commercial relationship and not an employment relationship, compensation amounts for termination of contract are allowed if they match those accepted by the insolvency practitioners, just as remuneration amounts are allowed if said practitioners had decided to accept remuneration in some months but not in others.

The CJEU clarifies two important issues regarding the application of the Rome II Regulation: the scope of the exception relating to corporate matters and the determination of the place of damage in the case of games of chance offered via the internet from one Member State in another Member State without the licence required in the latter Member State.