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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 real estate content

Q&As
How is the contribution of land by an individual to a joint venture company to be documented?This Q&A assumes that the joint venture will take the...
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16th Aug
Precedents
Board minutes—corporate real estate joint venture—completion—joint venture companyCompany number: [insert company number][insert company name]...
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12th Aug
Precedents
Board minutes—corporate real estate joint venture—exchange—joint venture companyCompany number: [insert company number][insert company name]...
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12th Aug
Precedents
Articles of association—joint venture company—corporate real estate—deadlock (50:50)Private Company Limited By SharesArticles of Association of...
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12th Aug
Precedents
Articles of association—joint venture company—corporate real estate—majority or minorityPrivate Company Limited By SharesArticles of Association of...
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12th Aug
Precedents
Board minutes—corporate real estate joint venture—completion—shareholdercompany number: [insert company number][insert company name] LimitedMinutes of...
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12th Aug
Precedents
Joint venture shareholders’ agreement—corporate real estate—deadlock (50:50)This Agreement is made on [insert date] 20[insert year]Parties1[Insert...
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12th Aug
Precedents
Joint venture shareholders’ agreement—corporate real estate—majority or minorityThis Agreement is made on [insert date] 20[insert year]Parties1[Insert...
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12th Aug
Precedents
Board minutes—corporate real estate joint venture—exchange—shareholderCOMPANY NUMBER: [insert company number] [insert company name] limitedMinutes of...
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12th Aug
Q&As
Where a shareholder transfers shares in a joint venture company which breaches the restrictions contained in the articles of association or...
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12th Aug
Q&As
For what purpose would the joint venture company itself become a party to a joint venture shareholders' agreement?It is rare for the joint venture...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Q&As
What remedies would be available to a minority shareholder where a majority shareholder breaches the provisions of the joint venture shareholders'...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Q&As
What are the benefits for a shareholder to a joint venture in financing the joint venture company using debt, such as loan note or loans, as opposed...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Q&As
In what circumstances would a shareholders' agreement in respect of a joint venture need to be filed at Companies House?The requirement to file a...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Q&As
Is a provision that requires a discount to the fair market value of a defaulting shareholder's shares to be transferred pursuant to an obligatory...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Q&As
Is there any guidance on how the courts will interpret ‘bona fide arm’s length purchaser’ where shares are transferred pursuant to the exercise of a...
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12th Aug
Practice notes
Types of development structuresChoosing a structureUnless promoted by a single entity (whether or not with mortgage funding) many developments take...
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10th Aug
Practice notes
Property development joint ventures—acting for a contractorStructureReasons for the contractor to form a JVThere are a number of reasons why a...
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10th Aug
Practice notes
Property Joint Ventures—choosing the right structureProperty joint ventures are typically structured in one of three ways:•contractual...
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10th Aug
Practice notes
Property development joint ventures—acting for an investorStructureReasons for the investor to form a JVThere are a number of reasons why an investor...
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10th Aug

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