Clifford Chance

What does "success" mean for you? Success fees in kigen v nor capital

4 March 2025

The High Court concluded that a success fee in a fundraising engagement letter would only be triggered by external investment, applying established principles of contractual interpretation and commercial common sense.

Background

Kigen (UK) Ltd (Kigen) was seeking new investment capital (of between £30-40m), and its ultimate owner, SoftBank Group Corp (SoftBank) introduced Kigen to NOR Capital Limited (NOR Capital) with a view to obtaining external investment. Kigen and NOR Capital signed an engagement letter (the Agreement), and in clause 3 of this Agreement, Kigen agreed to pay NOR Capital a monthly retainer fee, and a success fee if there was a capital raising transaction.

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