This week: 

• The court assess whether a claim for breach of warranty under an SPA was validly constructed and served
• The court explains when the Government becomes “aware” of an acquisition for the purposes of the UK’s national security and investment regime
• Companies House publishes new guidance to individuals on using and managing a person code following identity verification
• Other items

Court analyses whether a warranty claim was validly constructed and served

In a case that spawned multiple arguments and a 737-paragraph judgment, the High Court has interpreted several clauses in a share sale and purchase agreement (SPA).

In Learning Curve (NE) Group Ltd v Lewis and anor [2025] EWHC 1889 (Comm), the court had to decide whether a buyer’s claim for breach of warranties was invalid because (among other things) its pre-action notice of claim omitted references to certain warranties, it had allegedly failed to serve proceedings by the required deadline, and the SPA contained a parallel indemnity covering the same subject matter.

The judge concluded that the notice of claim was valid, it was not precluded by the existence of the parallel indemnity, and that proceedings had been served in time. In particular, the court held that “service”, in this context, meant service in accordance with the Civil Procedure Rules, which govern claims in England and Wales.

The court’s analysis and reasoning on each issue are useful to buyers and sellers of shares in private companies, both when negotiating deal documentation and notifying a claim.

Read our in-depth piece for more on the High Court’s decision in Learning Curve (NE) Group Ltd v Lewis and anor regarding the validity of a warranty claim notice

Access the High Court’s decision in Learning Curve (NE) Group Ltd v Lewis and anor [2025] EWHC 1889 (Comm) on the validity of a warranty claim notice

Court upholds national security and investment order, finding transaction was called in before the statutory deadline

The High Court has held, in proceedings for judicial review, that a divestment order made by the Government under the National Security and Investment Act 2021 was valid and that the Government had called the transaction in in good time.

Under the Act, the Secretary of State has the power to “call in” an acquisition of shares or other assets if it feels that the acquisition poses a risk to the national security of the United Kingdom. Following a call in, the Secretary of State can decide to allow the acquisition to progress, either with or without conditions, or to block it (if it has not yet taken place) or unwind it (if it has taken place).

However, the Secretary of State has six months to call an acquisition in from becoming aware of it. After that time, the call-in power is unavailable. Call-ins under the Act are handled by the Investment Security Unit (ISU), a part of the Cabinet Office.

In this case, the applicant challenged a call-in by the ISU on the basis that it was made more than six months after the Secretary of State had become aware of it.

Officials at the ISU and the Department for Culture, Media and Sport’s Economic Security Unit had become aware of the acquisition in 2022. However, the head of the ISU did not become aware of the acquisition until May 2023 and the call-in notice was not issued until November 2023.

The applicant claimed that the ISU’s knowledge of the acquisition in 2022 should be attributed to the Secretary of State, such that the Secretary became aware of the acquisition in 2022.

The court disagreed, finding that mere “knowledge” of an acquisition does not set the clock running under the Act. The Secretary of State does not become “aware” of an acquisition until there is an appreciation that the acquisition may be relevant to the exercise of powers under the Act.

Read our separate in-depth piece for more on the High Court’s decision that a call-in notice under the National Security and Investment Act 2021 was not time-barred

Access the High Court’s decision in R (on the application of FTDI Holding Ltd) v Chancellor of the Duchy of Lancaster [2025] EWHC 1922 (Admin)

Companies House publishes guidance to individuals on managing identity verification codes

Companies House has published guidance for individuals on how to use and manage a personal code received once the individual has completed identity verification (IDV).

The guidance confirms that, where an individual completes IDV directly with Companies House, the code will be stored in the individual’s online Companies House account (which will itself need to be linked to a GOV.UK One Login account).

Where an individual completes IDV through an authorised corporate service provider (ACSP), the code will be emailed to them at the email address provided by the ACSP. Companies House recommends that individuals then store their personal code within a Companies House online account.

The guidance also confirms that the ability for persons with significant control (PSCs) to provide their personal code for the purposes of IDV will commence on 18 November 2025, when mandatory IDV requirements come into force.

Read Companies House’s new guidance for individuals on using and managing a personal identity verification code

Other items

Companies House has published guidance on how to apply to obtain information on trusts held within the UK’s Register of Overseas Entities. An application costs £55 and will need to state the name of each trust for which the applicant is seeking information. If the applicant wishes to obtain information on trusts relating to multiple overseas entities, or where a trust member is aged 17 years or below, they will need to demonstrate a “legitimate interest”. This means an interest in investigating money laundering, tax evasion, terrorist financing or breach of economic sanctions.

Read Companies House’s guidance on accessing trust information on the Register of Overseas Entities