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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

Corporate weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—15 April 2021

Market Tracker weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—15 April 2021

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Featured Corporate content

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...

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...

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

Alternate directors

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

Practice notes

Comfort letters in a US IPO

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

9th Nov

In-house

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

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

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

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

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

A guide to cash box placings

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Joint shareholders

Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

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

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

Practice notes

Redenomination of share capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

Precedents

Retention account provisions—share purchase agreement

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

9th Nov

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Clause bank for corporate lawyers content

Practice notes

Executing documents—deeds and simple contracts

This Practice Note summarises the law, guidance and practice relating to the execution of simple contracts and deeds. It considers the key differences...

13th Apr

COVID-19

In-house

Practice notes

Electronic signatures

Coronavirus (COVID-19): This Practice Note contains guidance on subjects potentially impacted by procedural changes in response to the coronavirus...

13th Apr

COVID-19

In-house

Practice notes

Execution formalities—overseas companies

This Practice Note provides practical guidance on the execution of documents by overseas companies, primarily when execution takes place after 1...

13th Apr

Practice notes

Execution of deeds—jurisdictional guide

This guide sets out the requirements for executing deeds in various international jurisdictions. The table provides a quick-reference summary of the...

Produced in partnership with Diego Krischcautzky of Marval, O’Farrell & Mairal 13th Apr

Practice notes

The role of boilerplate

This Practice Note discusses the role and importance of the boilerplate clauses in an agreement. It identifies the boilerplate clauses that most...

12th Apr

Precedents

Dispute resolution clause

1Dispute resolution—short form1.1If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred...

9th Apr

In-house

Practice notes

Brexit—drafting boilerplate clauses [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained. It considers the impact of Brexit on contractual boilerplate clauses in advance...

9th Apr

Brexit

In-house

Practice notes

Forming enforceable contracts—authority

This Practice Note considers contracting authority under the law of England and Wales, which is an essential component of contract formation. It...

8th Apr

Practice notes

Waiver and release

Defining waiverIn the law of contract, the term ‘waiver’ may have different meanings but is most commonly used to denote the granting of a concession...

8th Apr

Practice notes

Notaries and notarisation

NotariesA notary is a qualified lawyer whose primary concern is the authentication and certification of signatures and documents, either for use...

8th Apr

Practice notes

Execution formalities—private trusts

This Practice Note provides practical guidance on the proper execution of simple contracts and deeds for private trusts.Simple contractsSimple...

8th Apr

Practice notes

Execution formalities—partnerships

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for partnerships.AuthorityA partner in a partnership...

8th Apr

Practice notes

Execution formalities—unincorporated charities

This Practice Note provides practical guidance on the execution of documents by unincorporated charities.In this Practice Note, it is assumed the...

8th Apr

Practice notes

Notices—commercial contracts

PurposeA notices clause is often included in an agreement to ensure that each party has certainty and clarity in relation to formal communications...

8th Apr

In-house

Practice notes

Execution formalities—other receivers

This Practice Note provides practical guidance on the proper execution of simple contracts and deeds for receivers other than administrative...

8th Apr

Practice notes

Execution formalities—unincorporated associations

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for unincorporated associations.CapacityAn...

8th Apr

Practice notes

Execution formalities—limited partnerships

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited partnerships formed under the Limited...

8th Apr

Practice notes

Execution formalities—liquidators

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for liquidators.CapacityA liquidator’s power is...

8th Apr

Practice notes

Execution formalities—witnesses

This Practice Note summarises the execution formalities for witnesses, in particular it considers who can act as a witness to the signature of another...

8th Apr

Practice notes