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 publication by the FRC of its Annual Review of Corporate Governance Reporting for 2024,...
The Financial Conduct Authority (FCA) has issued the second phase of its consultation paper CP24/2 on proposals to increase transparency in...
Corporate analysis: LetterOne Core Investment, S.A.R.L. and another) v Secretary of State for Business, Energy and Industry, concerning a judicial...
The Financial Conduct Authority (FCA) has imposed a £123,500 fine on former chief supply chain officer at Wizz Air, András Sebők, for breaching...
The Financial Reporting Council (FRC) has published its 2024 Annual Review of Corporate Governance Reporting, showcasing examples of good reporting...
Mining—environmental, health and safety (EHS) issuesMiningMining involves the extraction of minerals and other geological materials of value from the...
Takeovers: overseas shareholdersWhen intending to launch a bid for a potential offeree, the offeror and its advisers may be obliged to consider the...
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 financing—equityThe way in which a private equity investment is structured and the terms and conditions of the investment will vary in...
The UK merger investigation processThe UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules,...
List of documents—takeover by way of offerExcept as noted, all documents will be in the list of documents for both offeror and offeree.References to...
Loan note instrument—buyout—sellers£[insert number][insert rate]% [subordinated ]redeemable loan notes20[insert year][insert name of Issuer]This...
Convertible loan note instrument—buyout—managers£[insert number][insert rate]% convertible [subordinated] redeemable loan notes20[insert year][insert...
Loan note instrument—buyout—managers£[insert number][insert rate]% [subordinated ]redeemable loan notes20[insert year][insert name of Issuer]This...
Loan note instrument—private M&A—share purchaseThis Instrument is dated [insert date] 20[insert year]Parties1[Insert name of issuing company]...
Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...
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 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 withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
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 directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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 directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
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—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
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—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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 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 entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
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 sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
The Institutional Limited Partners Association (ILPA) is the largest trade association in the world for institutional limited partners in the equity'>private equity asset class, headquartered in Washington, D.C..
This usually refers to the financial adviser to the offeree board. Rule 3.1 requires the offeree board to obtain competent independent advice on the terms of any offer. Rule 3.2 requires the offeror board to obtain competent independent advice on any offer when the offer being made is a reverse takeover or when the offeror directors are faced with a conflict of interest. In each case, the offeree or offeror must make the substance of such advice known to its shareholders.
A term defined in the Takeover Code as an offer in which the consideration includes securities of the offeror, other than loan stock or loan notes (unless such stock or notes carry substantially the same rights as any other securities of the offeror in issue or conversion or subscription rights into any such securities or into equity share capital of the offeror).