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Practice notes
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...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Clauses content

Practice notes
Reasonable and best endeavoursThis Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ that...
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17th Sep
Practice notes
Penalty interest rates in commercial contractsIntroductionThis Practice Note discusses the rule against penalties and how it applies to interest rates...
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16th Sep
Q&As
What factors impact the choice of English law as the governing law for a new agreement which will directly impact upon the operation of existing...
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13th Sep
Practice notes
Joint, several, and joint and several liabilityContractWhere a contract is made by two or more parties it may contain a promise or obligation made by...
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13th Sep
Practice notes
Exclusion and limitation of liabilityThis Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. It...
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13th Sep
Practice notes
Forming enforceable contracts—authorityThis Practice Note considers contracting authority under the law of England and Wales, which is an essential...
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13th Sep
Practice notes
The role of boilerplateThis Practice Note discusses the role and importance of the boilerplate clauses in an agreement. It identifies the boilerplate...
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8th Sep
Precedents
Compliance with law and regulation clauseDefinitions for Compliance clauseRegulations•means any law, enactment, regulation, and regulatory policy,...
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3rd Sep
Practice notes
Brexit—drafting boilerplate clauses [Archived]ARCHIVED: This Practice Note has been archived and is not maintained. It considers the impact of Brexit...
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22nd Aug
Precedents
Joint and several liability clause1Joint and several liability[Except for clauses [insert],] the liabilities and obligations of [insert names of...
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16th Aug
Precedents
Time of the essence clause1Time to be of the essence of all clausesEach time, date or period referred to in this agreement (including any time, date...
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11th Aug
Precedents
Equitable relief clause1Equitable relief[Each Party OR Party A] recognises that any breach or threatened breach of this Agreement may cause [the other...
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11th Aug
Precedents
Commencement and term clause1Effective date1.1Effective date (specified future date, date of signature or specified previous date)This Agreement...
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11th Aug
Precedents
Process agent clause1Process agentParty A irrevocably appoints [name] of [address] in England and Wales as its process agent to receive on its behalf...
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11th Aug
Practice notes
Notices—commercial contractsPurposeA notices clause is often included in an agreement to ensure that each party has certainty and clarity in relation...
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11th Aug
Precedents
Dispute resolution clause1Dispute resolution—short form1.1If any dispute arises between the parties out of, or in connection with, this Agreement, the...
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11th Aug
Practice notes
Key differences in the law of contract between Scots and English lawScots contract law has in many ways become similar to its English counterpart...
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Produced in partnership with Morton Fraser 11th Aug
Practice notes
Waiver and releaseDefining waiverIn the law of contract, the term ‘waiver’ may have different meanings but is most commonly used to denote the...
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30th Jul
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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