On June 24, 2024, the UK Court of Appeal handed down a judgment with implications for the drafting of English-law governed engagement letters and fee arrangements between financial advisers and their clients which provides a salutary reminder that attention should be paid to drafting. In Cantor Fitzgerald & Co v YES Bank Limited, Cantor Fitzgerald sought to argue that its engagement letter with YES Bank entitled it to commission for facilitating a public offering of YES Bank’s shares. The case centered on whether or not a “private placement, offering or other sale of equity instruments” extended to a secondary, public offering of shares. The Court of Appeal upheld the High Court’s decision that the word “private” qualified not only the term “placement” but also “offering” and “other sale of equity instruments” and that no commission was due to Cantor. This memo gives an overview of the case and our key takeaways.