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.
The Financial Conduct Authority (FCA) has published Consultation Paper CP26/8 as part of its ongoing reform of the UK public markets framework...
The Department for Business and Trade (DBT) has published two statutory guidance documents on the meaning of ‘significant influence or control’ for...
This week's edition of Corporate weekly highlights includes the publication of Handbook Notice 138 by the FCA which amends certain UKLR notification...
HM Treasury (HMT) has published a Good Practice Guide on reporting under the Task Force on Climate-related Financial Disclosures (TCFD) framework for...
The Financial Conduct Authority (FCA) has fined John Wood Group PLC (Wood Group) £12,993,700 for publishing inaccurate information in its financial...
A set-off is the right of one party, Party A, who is owed money by another party, Party B, to ensure payment by setting off the amount owed to Party A...
ContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise...
This Practice Note focuses on the listing requirements for the equity shares (commercial companies) listing category of the Official List of the...
This Practice Note considers the key issues arising on a takeover structured as a securities exchange offer. It explains when a securities exchange...
This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection.In order to effect all aspects of the acquisition...
<section><section><p><span style="caps">This Agreement</span></p></section></section>
Ordinary resolution[That the credit transaction pursuant to which [insert details of credit transaction] proposed to be entered into by the Company...
<section><section><p><span style="caps">This Agreement</span></p></section></section>
<section><section><p><b>[</b>On letterhead</p></section></section>
<section><section><h2>Definitions</h2><p><b>Include</b></p></section></section>
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...
CA 2006, Part 31 provides that a company may be struck off the register of companies and dissolved either (1) voluntarily, on application by the company (voluntary striking off), or (2) pursuant to the powers of the Registrar of Companies (mandatory striking off). A mandatory striking off may arise where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation. The Registrar is likely to instigate this process if a company has failed to make its annual statutory filings within a reasonable period following the filing deadline.
A partner who generally has no right to participate in the profits and losses of the partnership or vote on any partnership matters.
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.