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...
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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...
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
Anti-dilution ratchet provisions—articles—non-leveraged investmentAdd new Article 14 as follows:14. Anti-dilution14.1 In this Article 14, unless the...
Is a contract between a company and a third party which is entered into in breach of the company’s articles of association enforceable?This Q&A deals...
What happens where a company director gives an undertaking which they know to be untrue, ie where they give an undertaking not to take action X when,...
Article of association prohibiting the exercise of the power to allot shares under CA 2006, s 550 and giving authority to allot shares under CA 2006,...
Articles of association—non-leveraged investment—single investorCompanies Act 2006Private Company Limited By SharesArticles of Association of [insert...
Articles of association—listed companyThe Companies Act [1948 OR 1985 OR 2006]Public company limited by sharesArticles of associationof[insert name]...
Electronic general meetings provisions—articlesAdd new definitions to ‘definitions’ article as appropriate:present•means, for the purposes of physical...
Model articles—private limited company—pre April 2013Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of...
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