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Latest Corporate News

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Contracts—‘Reasonable detail’ in notice clause determined by business purpose (Dodika Ltd and others v United Luck Group Holdings Ltd)

The following Commercial news provides comprehensive and up to date legal information on Contracts—‘Reasonable detail’ in notice clause determined by business purpose (Dodika Ltd and others v United Luck Group Holdings Ltd)

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Featured Corporate content

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...

Practice notes

Demergers—an introduction for corporate lawyers

A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

9th Nov

Practice notes

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

9th Nov

In-house

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Private equity investment—ratchets

A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

The Duomatic principle

The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...

Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

9th Nov

Practice notes

Registration of company charges

BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...

9th Nov

Practice notes

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

9th Nov

In-house

Practice notes

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

9th Nov

Practice notes

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

9th Nov

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

9th Nov

Most recent AGMs content

Q&As

What are the implications of the coronavirus (COVID-19) restrictions for general meetings and AGMs?

2021 guidanceOn 24 February 2021 the Chartered Governance Institute (CGI) issued updated guidance (2021 Guidance) which anticipates that because of...

27th Apr

COVID-19

Practice notes

Coronavirus (COVID-19)—holding general meetings and AGMs

For broader information in relation to the calling and holding of general meetings and annual general meetings (AGMs) see: •Calling a general meeting...

27th Apr

COVID-19

Practice notes

Coronavirus (COVID-19)—AGM tracker

Scope of this trackerThe two tables in this document track how the coronavirus outbreak has impacted the preparations for the AGMs of FTSE 350 and AIM...

27th Apr

COVID-19

Precedents

Special notice of ordinary resolution to remove an auditor

To: The Directors[insert company name] [Limited OR PLC][insert address of company][insert date]Special notice: [insert company name] [Limited OR PLC]...

23rd Apr

Precedents

Resolution—removal of objects clause and memorandum provisions

Special resolution1[That the articles of association of the Company be amended by deleting all the objects of the Company that, by virtue of the...

22nd Apr

Practice notes

Recent trends in UK shareholder activism (September 2020)—Market Tracker Trend Report

This Market Tracker trend report, produced in association with White & Case and Activist Insight, with contributions from UBS Investment Bank,...

21st Apr

Practice notes

AGMs—notice requirements for private and unlisted public companies

This Practice Note summarises the law relating to the steps involved in preparing, identifying recipients and sending a notice of an annual general...

21st Apr

Practice notes

The Chartered Governance Institute guide to best practice at annual general meetings [Archived]

This archived guidance, dated September 1996, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CG...

21st Apr

Precedents

Chair’s AGM script—unexpected events

For the Annual General Meeting of[Name of company]to be held on[Date]at [venue]1Demand for a poll by Chair on a resolution[Resolution [insert no.] has...

Produced in partnership with Jayne Meacham of Link Asset Services 21st Apr

Precedents

Notice to Companies House of resolutions passed at AGM—listed public company

Company number: [insert number]The companies act 2006Public company limited by sharesResolutionsof[insert company name] PLC (the Company)At an annual...

21st Apr

Precedents

Notice to Companies House of resolutions passed at AGM—private company or unlisted public company

Company number: [insert number]The companies act 2006[Private OR Public] company limited by sharesResolution[S]of[insert company name] [Limited OR...

21st Apr

Precedents

Print of a written resolution of a private company for filing at Companies House

Company number: [insert number]The companies act 2006Private company limited by sharesWritten resolution[S] OF...

21st Apr

Precedents

Resolution—members approving the use of a single resolution for the proposed appointment of multiple directors

That the motion that [insert name of pro

21st Apr

Precedents

Notice of an annual general meeting of a private company or unlisted public company

Company number: [insert number][insert company name] [LIMITED OR PLC](the Company)Notice of annual general meetingNotice is given that an annual...

21st Apr

Q&As

Can a proposed resolution be withdrawn after notice of a general meeting (including an annual general meeting) has been circulated?

There is no specific statutory restriction on a company withdrawing a resolution after the notice of the meeting has been sent. However, a number of...

21st Apr

Q&As

If a private company’s articles require at least 21 days’ notice for the calling of an AGM, can the meeting still go ahead and are the resolutions validly passed at the meeting if less than 21 clear days’ notice has been given?

This Q&A specifically considers private limited companies, as it is not possible for a public limited company to reduce the period of 21 days’ notice...

21st Apr

Q&As