About Corporate Law
Today, you’re advising an entrepreneur on a new start up. Tomorrow, you might be facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
Private mergers and acquisition
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.
Share capital topics
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.
Current awareness, horizon-scanning and trackers
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.
Corporate clients
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.
Topics We Cover
Latest Corporate News
ISS Governance has published its 2025 Proxy Voting Guidelines for the UK and Ireland, which will apply to shareholder meetings held on or after 1...
This week's edition of Corporate weekly highlights includes: final Regulations to align company law provisions for limited liability partnerships with...
Member States were required to transpose Directive(EU) 2022/2381 (Gender Balance on Corporate Boards Directive) into national law by 28 December 2024....
The Financial Conduct Authority (FCA) has published Policy Statement PS24/19: Enhancing the National Storage Mechanism in which it summarises the...
Competition analysis: In this judgment, the High Court issued its first ever ruling on a challenge to an unwinding order imposed by the UK government...
Latest Corporate Practice Notes
Understanding and improving gender and other pay gapsThis Practice Note looks at:•what is meant by ‘the gender pay gap’ and other pay gaps related to...
Joint ventures and non-tax advantaged share schemesWhat is a joint venture?A joint venture (JV) is a commercial arrangement entered into by two or...
Unfair prejudice claim—what it is and when to use itThis Practice Note considers what an unfair prejudice claim or petition is and when it should be...
Brexit—implications for data protection [Archived]ARCHIVED: This archived Practice Note provides information on the Data Protection, Privacy and...
Data protection principlesThis Practice Note covers the principles for handling personal data that form the core of the United Kingdom General Data...
Latest Corporate Precedents
Election—capital allowances apportionment on sale of land—CAA 2001, s 198[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's...
Confidentiality and standstill agreement—public company takeover[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe...
Confidentiality letter—private M&A—asset purchase—corporate sellerStrictly private and confidentialTo: [insert buyer name][insert buyer address]Date:...
Confidentiality letter—private M&A—share purchase—corporate sellerStrictly private and confidentialTo: [insert buyer name][insert buyer address]Date:...
Confidentiality agreement—corporate joint ventureThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of first...
Latest Corporate Q&As
Featured Corporate content
Sub-division and consolidation of shares
Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...
A company’s constitution
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Removal of a director
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Takeover Code—Rule 34—Right of withdrawal
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),...
Directors’ remuneration
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Issue of redeemable shares
Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...
De facto and shadow directors
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
Private equity investment—ratchets
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Fiduciary duties of directors
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Companies limited by guarantee
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Directors’ board meetings—fundamentals
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
Amending the articles of association
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
Drag along and tag along—fundamentals
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
Powers of directors
Powers of directorsThe directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of...
Companies House filing procedures
Companies House filing proceduresFiling documents at Companies House may be one of the most simple tasks a corporate lawyer ever has to carry out in...
Articles of association—provisions for entrenchment
Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
Company names and business names
Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....
Sale of treasury shares
Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
Associated legal terms
Exempt principal trader (Code definition)
A principal trader who is recognised by the Panel as an exempt principal trader for the purposes of the Code. Principal traders must apply to the Panel in order to seek exempt status. The Panel relaxed the usual rules on concert parties afforded exempt status so as to allow multi-service financial organisations to continue both their normal dealing activities and their corporate finance advisory activities without material interference. This is subject to the relevant definitions, particularly the Notes under the definition of 'exempt principal trader', and the provisions of Rule 38 and Appendix 3 (Directors’ Responsibilities and Conflicts of Interest Guidance Note), Section 2 (Financial Advisers and Conflicts of Interest). See also Response Statement 2004/3: Market-related issues.
Ordinary share
Ordinary shares, often known as equity or risk capital, are the default type of shares of a company (CA 2006, s 560). Generally, ordinary shares carry voting rights and rights to dividends and give a right to participate on a winding up in any excess assets. It is not uncommon for companies to issue different classes of ordinary shares, such as A Ordinary, B Ordinary and C Ordinary, each with their own distinct rights. Different classes of ordinary shares may have a preference with regard to voting, return of capital and dividends.
Texas shoot out
A deadlock transfer provision which, unlike Russian roulette where one party responds to another party's first bid only, usually involves one party (A) offering to buy the other party’s (B’s) shares at a price specified by A. B is then entitled either to accept A's offer or to reject A's offer and state that it wishes to buy A's shares at a price higher than that specified by A. A and B then make sealed bids or enter into an auction, and the person who bids the highest is entitled to buy out the other. This procedure is subject to the same objections as Russian roulette but is also more open to exploitation, as a party who does not really want to buy out the other party could force the other party into paying a higher price than it initially offered.
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