Corporate fundamentals

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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 Corporate fundamentals content

Practice notes
Corporate governance—fundamentalsThe following paragraph from the Cadbury Report has been the generally accepted definition of corporate governance...
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10th Sep
Practice notes
Forms of business vehicle—fundamentalsIt is important that the most appropriate form of vehicle is chosen to carry on a business; the choice of...
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2nd Sep
Practice notes
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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25th Aug
Practice notes
Listing Rules class tests—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to the...
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21st Aug
Practice notes
Incorporating a limited company—fundamentalsCoronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other...
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12th Aug
Practice notes
Company constitution—fundamentalsThis note provides an oversight of the law and practice relating to company constitution, with links to relevant...
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12th Aug
Practice notes
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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12th Aug
Practice notes
Accounts and reports—fundamentalsIn accordance with Part 15 of the Companies Act 2006 (CA 2006) all companies must produce accounts, but the statutory...
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12th Aug
Practice notes
Share transfers—fundamentalsThe focus of this Practice Note is the transfer of the legal title in certificated shares upon a sale that is not a share...
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12th Aug
Practice notes
Share allotment, issue and pre-emption—fundamentalsA company’s share capital comprises the number of shares it has allotted and issued to shareholders...
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12th Aug
Practice notes
Terminating and exiting a corporate joint venture—fundamentalsEmbarking on a joint venture (JV) relationship usually involves considerable planning...
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12th Aug
Practice notes
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
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12th Aug
Practice notes
Calling a general meeting—fundamentalsThere are two forms of general meetings under the Companies Act 2006 (CA 2006): general meetings and annual...
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12th Aug
Practice notes
Holding a general meeting—fundamentalsThere are two forms of general meetings under the Companies Act 2006 (CA 2006): general meetings and annual...
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12th Aug
Practice notes
Audit—fundamentalsIn the UK, the audit of accounts and reports is governed by the Companies Act 2006 (CA 2006), Parts 16 and 42.Under CA 2006, s 475,...
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12th Aug
Practice notes
PSC register—fundamentalsThe people with significant control (PSC) register gives more accurate and current information on who ultimately owns and...
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12th Aug
Practice notes
Deadlock—fundamentalsA deadlock is where parties to an agreement have an irreconcilable conflict and are therefore unable to reach agreement. This...
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12th Aug

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