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Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
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...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
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...
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9th Nov
Precedents
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...
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9th Nov
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov

Most recent Clauses content

Practice notes
This Practice Note discusses the role and importance of the boilerplate clauses in an agreement. It identifies the boilerplate clauses that most...
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21st Apr
Practice notes
This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. It provides guidance on the common law and...
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20th Apr
Precedents
1Dispute resolution—short form1.1If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred...
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9th Apr
Practice notes
ARCHIVED: This Practice Note has been archived and is not maintained. It considers the impact of Brexit on contractual boilerplate clauses in advance...
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9th Apr
Practice notes
This Practice Note considers contracting authority under the law of England and Wales, which is an essential component of contract formation. It...
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8th Apr
Practice notes
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...
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8th Apr
Practice notes
PurposeA notices clause is often included in an agreement to ensure that each party has certainty and clarity in relation to formal communications...
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8th Apr
Practice notes
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...
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8th Apr
Practice notes
Scots contract law has in many ways become similar to its English counterpart despite their different roots. Some English law concepts, such as undue...
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Produced in partnership with Morton Fraser 8th Apr
Precedents
1Process agentParty A irrevocably appoints [name] of [address] in England and Wales as its process agent to receive on its behalf service of process...
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9th Mar
Precedents
1Joint and several liability[Except for clauses [insert],] the liabilities and obligations of [insert names of relevant parties] under this agreement...
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9th Mar
Precedents
1Time to be of the essence of all clausesEach time, date or period referred to in this agreement (including any time, date or period varied by the...
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9th Mar
Precedents
Definitions for Compliance clauseRegulations•means any law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of...
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8th Mar
Precedents
1Equitable relief[Each Party OR Party A] recognises that any breach or threatened breach of this Agreement may cause [the...
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8th Mar
Precedents
1Effective date1.1Effective date (specified future date, date of signature or specified previous date)This Agreement [[takes effect on [insert date]...
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8th Mar
Practice notes
This Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ that are frequently used in...
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1st Mar
Practice notes
IntroductionThis Practice Note discusses the rule against penalties and how it applies to interest rates in commercial contracts, including a...
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26th Feb
Q&As
By way of example, is it possible to have a master sale and purchase agreement governed by English law pursuant to which one party agrees to assign or...
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3rd Feb
Precedents
1 Confidentiality clause—mutual—using in-clause definitions Authorised Persons has the meaning given to it in clause...
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26th Sep
Precedents
1 Costs and expenses—each party to bear its own—short form Each party shall pay its own costs and expenses incurred in...
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26th Sep

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