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...
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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...
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...
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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...
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...
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...
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...
This Resource Note outlines the main provisions of Section 1 (Leadership and Purpose) of the UK Corporate Governance Code (UKCG Code) and highlights...
Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds...
The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in...
The concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board effectiveness, including on board and board...
This Resource Note outlines the main provisions of Section 2 of the UK Corporate Governance Code (UKCG Code), on ‘Division of responsibilities’, and...
A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts or omissions...
This guidance, dated January 2013, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), suggests...
This guidance, dated July 2013, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), is intended...
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