Demergers

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Precedents
Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
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...
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9th Nov
Practice notes
This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...
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9th Nov
Practice notes
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...
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9th Nov

Most recent Demergers content

Practice notes
This Practice Note is about the tax implications of a statutory demerger.It is possible to carry out a demerger by a company (the target company)...
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4th May
Practice notes
Schemes of arrangement—definition and basis in statuteA scheme of arrangement is a court-sanctioned compromise between a company and its creditors or...
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Produced in partnership with Jonathan Akinluyi of Latham & Watkins and Riccardo Alonzi of Skadden 15th Apr
Practice notes
This Practice Note covers: •what arrangements under Insolvency Act 1986 (IA 1986), s 110 (a s 110 arrangement) is (see: What is a s 110...
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Produced in partnership with Phillip Taylor of Sidley Austin LLP and Chris Laughton of Mercer & Hole Chartered Accountants 9th Apr
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of HoldCo] incorporated in [England and Wales OR [insert country...
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9th Apr
Practice notes
What is a demerger?A demerger is a type of corporate reconstruction that divides businesses carried on by a company (or group of companies) so that,...
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9th Apr
Practice notes
This Practice Note is about the tax implications of liquidation demergers, also known as section 110 demergers, after section 110 of the Insolvency...
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9th Apr
Practice notes
The reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are described in Practice Notes:...
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Produced in partnership with Zoe Feller of Bird & Bird 9th Apr
Practice notes
A demerger means the separation of a company’s business into two or more parts, typically carried on by successor companies under the same ownership...
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Produced in partnership with Zoe Feller of Bird & Bird and Robert Langston of Saffery Champness 9th Apr
Practice notes
What is a scrip dividend and why do companies make them?A scrip dividend, also referred to as a scrip or stock issue, a stock dividend or a scrip...
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9th Apr
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must...
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Produced in partnership with Christopher Field of Dechert 8th Apr
Practice notes
BBuy outThis is the purchase of a company or a controlling interest in a corporation’s shares. This often happens when a company’s existing managers...
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8th Apr
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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8th Apr
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, an increasing number of UK companies are expected to seek to preserve their...
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8th Apr
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the detailed procedures to be followed to...
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7th Apr
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note explains the nature of a scheme of arrangement in a...
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7th Apr
Q&As
A (Insolvency Act 1986) section 110 arrangement is a statutory mechanism for dividing or de-merging businesses or assets held within or owned by a...
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18th Feb
Q&As
Under the indirect or three-cornered (dividend) demerger structure, all the shares in the company being demerged are transferred to the...
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15th Feb
Q&As
A ‘demerger’ is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management,...
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15th Feb
Precedents
DateActionFrom 98 days before the directions hearingDraft scheme of arrangement, explanatory statement, and proxy form (see Precedents: SCHEME OF...
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Produced in partnership with Geraldine Quirk of Bryan Cave Leighton Paisner 14th Feb

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