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.
HM Land Registry (HMLR) has updated Practice Guide 78—Overseas entities. A new section entitled Dissolution of overseas entities has been added to...
The Financial Conduct Authority (FCA) has published a blog by Jamie Bell, Head of Capital Markets, assessing market participant readiness for the UK's...
Commission Delegated Regulation (EU) 2026/1061, amending Delegated Regulation (EU) 2019/980 on the format, content, scrutiny and approval of...
This week's edition of Corporate weekly highlights includes: an updated ECCTA 2023 transition plan from Companies House with delays to presenter...
The Financial Conduct Authority (FCA) has updated its guidance on submitting prospectuses and circulars to introduce a mandatory inside information...
This Practice Note outlines the issues that arise in a private M&A transaction (whether structured as a share purchase transaction or asset purchase...
The designated members of an LLP have a duty to deliver its accounts and reports for each financial year to Companies House, unless the LLP falls...
This Practice Note summarises the statutory provisions of the Companies Act 2006 (CA 2006) relating to the appointment of an auditor of a private...
This Practice Note is part of Share purchase transaction collection.The disclosure process involves the preparation of the disclosure letter by the...
ARCHIVED: This Practice Note has been archived and is no longer maintained. It gives an overview of the financial reporting obligations of a listed...
This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number [number] whose registered office...
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD...
Important—this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
Company number: [insert number]Registered in [Insert country of registration][Insert company name] [PLC OR LIMITED]Minutes of a meeting of[ a...
[ON LETTERHEAD OF THE PLACING AGENT]Application has been made to the Financial Conduct Authority (the FCA) and the London Stock Exchange plc (the LSE)...
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...
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (as amended) which set out the various exemptions to the financial promotion prohibition under section 21 of FSMA 2000.
See Pensions & Lifetime Savings Association.
Sometimes referred to as a holding announcement, possible offer announcement or 2.4 announcement. The announcement of a possible offer under Rule 2.4 of the Code, either by a potential offeror that it is considering making an offer or by an offeree company that it is in talks with a potential offeror, or has received an approach from a potential offeror. Any announcement by the offeree which commences an offer period must identify any potential offeror with which the offeree is in talks or from which an approach has been received (and not unequivocally rejected). Talks or possible offer announcements may be required by the Panel under Rule 2.2 of the Code if, among other things, offeree is the subject of rumour or speculation or if there is an untoward movement in its share price.