It is a well established principle of English law that a clause which imposes a penalty on a party for breach of an agreement will be unenforceable where the penalty does not represent a genuine pre-estimate of the loss suffered as a result of that breach. Could a requirement to transfer shares for a reduced consideration amount to an unenforceable penalty? This question was considered in the recent case of Cavendish Square Holdings BV v Makdessi [2012] EWHC 3582 (Comm).
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