A range of precedents including 15 versions of the share purchase agreement. They’re supported with a suite of additional clauses to cover off different transaction structures.
Guidance with key actions for shares you’ve issued or allotted to stakeholders. Practice Notes and Q&As take you through procedures needed by statute, analyse developments in case law, and tackle tricky technical points.
Weekly highlights newsletter feature the latest key news stories by topic. It’s supplemented by a horizon-scanning document, looking at key developments affecting corporate lawyers in the months ahead.
One day you might be advising an entrepreneur on a new start up. Another you’re facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
This week's edition of Corporate weekly highlights includes: analysis of the failure to prevent fraud offence under the Economic Crime and Corporate...
The Department for Business and Trade (DBT) has updated its guidance on the Register of Overseas Entities to detail new trust information access...
Market Standards analysis: What are the current trends in UK public M&A? This Market Standards Trend Report includes an in-depth analysis of the UK...
Market Standards analysis: What are the current trends in UK public M&A? This Market Standards Trend Report includes an in-depth analysis of the UK...
This week's edition of Corporate weekly highlights includes the publication of a Market Standards trend report on UK public M&A in H1 2025, Companies...
Statutory demergersThis Practice Note is about the tax implications of a statutory demerger.It is possible to carry out a demerger by a company (the...
Execution formalities—limited partnershipsThis Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited...
How to carry out a share for share exchangeThis short ‘how to’ guide sets out the steps to be followed, including the documentation required, for...
Termination—corporate joint venturesProvision for terminationWhen entering into a joint venture (JV), some parties may already have views as to the...
A guide to drafting a deadlock (50:50) corporate joint venture agreementDeadlock (50:50) joint venture shareholders’ agreementThis Practice Note...
Indicative timetable for a scheme of arrangement under Part 26 of the Companies Act 2006DateActionFrom 98 days before the convening hearingDraft...
Board minutes—private M&A—share purchase—exchange and completion—buyerCompany number: [insert company number][insert company name] [LIMITED OR...
Disclosure letter—private M&A—share purchase[TO BE PRINTED ON THE Headed notepaper of the seller]For the attention of [insert buyer contact...
Deed of variation of partnership agreementThis deed of variation is made on [insert day and month] 20[insert year].Between each of the persons whose...
Cross-border joint venture shareholders’ agreement—deadlock (50:50)This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Allotment and issue of shares—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
Private companies limited by sharesThis Practice Note summarises the main features of a private company limited by shares. It also covers key...
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
Shares or other instruments where the price paid is less than the amount payable on redemption. In the context of a rights issue or other secondary offer, shares are typically offered to existing shareholders at a discount to the prevailing market price of the shares as an incentive to engage in the offer.
The Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) introduced a new Part 21A to CA 2006 containing a regime intended to improve transparency and trust in companies and other entities such as limited liability partnerships (LLPs) most notably the requirement for a register of people with significant control (PSC) over the relevant entity (the PSC register). The PSC regime now applies to UK incorporated companies limited by shares or guarantee (including community interest companies), LLPs, unlimited companies, unregistered companies and (as a result of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, SI 2017/694) eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships).
An agreement with a specific investor in a fund which amends the fund’s main constitutional document, for example a limited partnership agreement, in respect of a particular investor.