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 the publication of our Market Standards Trend Report on the 2025 AGM season, amendments by...
Companies House has updated its transition plan for implementing the provisions of the Economic Crime and Corporate Transparency Act 2023 (ECCTA...
The Department for Business and Trade (DBT) has published a letter by Minister for Small Businesses and Economic Transformation, Blair McDougall MP,...
The London Stock Exchange (LSE) has confirmed amendments to the Alternative Investment Market (AIM) Rules for Companies to implement the Public Offers...
The Financial Conduct Authority (FCA) has fined oil rig consultant Russel Gerrity £309,843 for using inside information to net himself £128,765. The...
Overseas companies with an establishment in the UKWhen an overseas company opens an establishment which carries on business in the United Kingdom, it...
The Chartered Governance Institute and the Investment Association guidance on the stakeholder voice in board decision makingThis guidance, dated...
Unincorporated associationsThis Practice Note explores unincorporated associations. It describes the legal framework and structure of an...
Overseas companies in the UK—winding up, liquidation, insolvency and closureWhen an overseas company opens an establishment which carries on business...
Community interest companiesWhat is a community interest company?A community interest company (CIC) is a type of limited liability company formed...
Share purchase agreement—pro-buyer—individual sellers—short formthis agreement is made on [insert day and month] 20[insert year]Parties1The several...
Share purchase agreement—pro-seller—corporate seller—short formThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
Environment, Health and Safety (EHS) due diligence questionnaire (DDQ)—share purchaseEnvironment Health and SafetyPlease provide the following:1Copies...
Environment Health and Safety due diligence questionnaire (DDQ)—asset purchaseEnvironment Health & SafetyPlease provide the following:1Copies of all...
Irrevocable undertaking—director—takeover offerThe Directors[Insert offeror's name] ([Offeror])[Insert address][and][The Directors][[Insert name of...
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...
If the accounts of a small company (that is not a micro-entity) relate to financial years beginning before 1 January 2016 (or financial years beginning before 1 January 2015, if the directors of the company decide that the provisions of the Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015 (SI 2015/980) should take early effect), it may file abbreviated accounts at Companies House, rather than its full accounts. If the accounts of that same company relate to financial years beginning on or after 1 January 2016 (or financial years beginning on or after 1 January 2015, if the directors so decide) it may file abridged accounts at Companies House if it chooses to do so and all the members of the company have consented to the abridgement. The required level of disclosure in abbreviated accounts is lower than the level required in full accounts. One of the key advantages of filing abbreviated accounts is that a small company may preserve some degree of confidentiality about its activities.
A pool of mortgage-backed debt.
Public interest entities are defined in article 2 of the Statutory Audit Directive 2006/43/EC (as amended by the Statutory Audit Amending Directive 2014/56/EU) as: • entities governed by the law of a Member State whose transferable securities are admitted to trading on a regulated market of any Member State within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC • credit institutions as defined in point 1 of Article 3(1) of Directive 2013/36/EU of the European Parliament and of the Council, other than those referred to in Article 2 of that Directive • insurance undertakings within the meaning of Article 2(1) of Directive 91/674/EEC, or • entities designated by Member States as public-interest entities, for instance undertakings that are of significant public relevance because of the nature of their business, their size or the number of their employees Since 1 January 2021 the definition of a PIE has changed so that companies and other entities that were PIEs only because they issued securities on EU regulated markets and not on UK regulated markets, and which are not banks, building societies or insurers, are no longer classified as PIEs for the purpose of the application of the EU Audit Regulation in the UK.