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.
This week's edition of Corporate weekly highlights includes corporate-related news from the Queen’s speech, the launch of a consultation by the LSE on...
Banking & Finance analysis: Following the finance hackathon for the Chancery Lane Project (TCLP), the TCLP has now published a set of climate clauses...
Corporate analysis: The Takeover Panel (Panel) has published two response statements, which confirm various amendments to the Takeover Code (Code)...
This week's edition of Corporate weekly highlights includes the publication of two new Market Tracker trend reports, one covering trends in UK Equity...
Dispute Resolution analysis: The Court of Appeal has overturned a judgment striking out an unfair prejudice petition on the grounds of delay in...
Mandatory offers under Rule 9 of the CodeThe nature of a mandatory offerThis Practice Note is part of the Corporate toolkit for public company...
Firm offer announcementsEffect of firm offer announcementThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more...
Takeover Code—Interests in securitiesThis Resource Note deals with the definition of interests in securities in The City Code on Takeovers and Mergers...
Takeover Code—DealingsThis Resource Note deals with the definition of dealings in The City Code on Takeovers and Mergers (Code). It highlights...
Takeover Code—Appendix 1—Whitewash guidance noteThis Resource Note outlines the main provisions of Appendix 1 to The City Code on Takeovers and...
Co-operation agreement (with reverse break fee)—takeoverThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
Scheme document—definitionsDEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the...
Conditions and further terms to scheme of arrangementJuly 2021 changes to the CodeIn March 2021 the Takeover Panel confirmed that it would be...
Scheme document—front end and skeleton frameworkThis document is important and requires your immediate attention. It contains a proposal which, if...
Notice of general meeting—open offerthis document is important and requires your immediate attentionIf you are in any doubt about the action you...
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Allotment of subscriber sharesUnder the Companies Act 2006 (CA 2006), a company is formed when one or more persons:•subscribe their names to a...
Open offersThis Practice Note focuses on the key aspects of open offers and the matters that require consideration when an open offer is being carried...
Directors and criminal liabilityThis Practice Note describes the criminal offences that are of most relevance to company directors, and:•focuses on...
Ending a general partnership—dissolution by the courtA partnership can be brought to end by its:•dissolution (see Practice Note: Ending a...
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
Takeover Code—Rule 31—Offer timetable and revision (before 5 July 2021)This Resource Note outlines the main provisions of the version of Rule 31 of...
Different classes of share capitalThis Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a...
Calling a general meeting—fundamentalsThere are two forms of general meetings under the Companies Act 2006 (CA 2006): general meetings and annual...
Directors' duties—breaching a duty and relieving a breachDirectors are the agents of a company who manage its day-to-day business and owe a number of...
Special resolution disapplying pre-emption rights under s 571 CA 2006 (private company with more than one class of shares or creating a new class of...
PSC Register—voluntary notice of change in particulars from RLE to a company or LLP (transfer of shares)[Insert date]Dear [Company Secretary OR Board...
Declaration of a director’s interests in a proposed transaction or arrangement—general noticeThe directors[Insert name of company] ([Company])[Insert...
Articles of association—private company limited by guaranteeThe Companies Act 2006Private Company Limited by GuaranteeArticles of associationof[INSERT...
A financing arrangement whereby a funder agrees to pay the funded party’s legal fees, often in accordance with an agreed costs budget. May operate in conjunction with a client-solicitor retainer, e.g. a conditional fee agreement (CFA), or may constitute a separate contractual agreement (ie a pure funding arrangement).
A tax-free lump sum paid to a member of a registered pension scheme (who is aged under 75) in connection with an arising entitlement to a pension benefit (other than a short-term annuity contract), and which meets the conditions detailed in the Finance Act 2004, Sch 29, paras 1-3.
Renewable energy is energy that is collected from renewable resources that do not deplete or can be replenished within a human's life time, such as sunlight, wind, rain, tides, waves, and geothermal heat.
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