Corporate weekly highlights—29 May 2025
The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—29 May 2025
Demergers
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Practice notes
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
30th May
Practice notes
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
30th May
Practice notes
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
2nd Jun
Practice notes
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
2nd Jun
Practice notes
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
30th May
Practice notes
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
30th May
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...
30th May
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...
30th May
Practice notes
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
30th May
Practice notes
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
30th May
Practice notes
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
30th May
Practice notes
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
2nd Jun
Practice notes
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
30th May
Practice notes
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
30th May
Practice notes
Issue of redeemable sharesA limited company having a share capital may issue redeemable shares. Redeemable shares are a statutory concept contained in...
2nd Jun
Practice notes
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
30th May
Most recent Demergers content
Precedents
Reduction of capital demerger agreementSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which...
2nd Jun
Precedents
Indicative timetable for a scheme of arrangement under Part 26 of the Companies Act 2006DateActionFrom 98 days before the convening hearingDraft...
Produced in partnership with Geraldine Quirk of Bryan Cave Leighton Paisner
2nd Jun
Practice notes
Dividends—the legal frameworkA company has an implied power to distribute its profits to its members, unless its articles of association provide...
19th May
In-house
Practice notes
Demergers—glossary of termsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the...
19th May
Practice notes
Schemes of arrangement—procedureProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the...
19th May
Practice notes
Schemes of arrangement—nature and key statutory requirementsProduced with input from Rebecca Cousin of Slaughter and May on market practice.This...
19th May
Practice notes
Demergers—an introduction for corporate lawyersSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024 which...
19th May
Practice notes
Schemes of arrangement—process and statutory frameworkSchemes of arrangement—definition and basis in statuteA scheme of arrangement is a...
15th May
Practice notes
How to carry out a reduction of capitalIt is a fundamental rule of English company law that a limited company having a share capital must maintain...
14th May
Practice notes
Tax issues on a scrip or stock dividendWhat is a scrip dividend and why do companies make them?A scrip dividend, also referred to as a scrip or stock...
7th May
Practice notes
Liquidation demergersThis Practice Note is about the tax implications of liquidation demergers, also known as section 110 demergers, after section 110...
13th Apr
Practice notes
Share incentives considerations on a demergerWhat is a demerger?A demerger is a type of corporate reconstruction that divides businesses carried on by...
14th Feb
Flowcharts
Flowchart—which demerger route is most tax effective?This Flowchart is a high-level summary of the tax issues that may lead a company to choose a...
10th Feb
Practice notes
Capital reduction demergersThe reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are...
Produced in partnership with Zoe Feller of Bird & Bird
10th Feb
Practice notes
Statutory demergersThis Practice Note is about the tax implications of a statutory demerger.It is possible to carry out a demerger by a company (the...
9th Feb
Checklists
Insolvency Act 1986, section 110 Arrangements—checklist and steps to takeArrangements under section 110 of the Insolvency Act 1986 (IA 1986) (s 110...
Produced in partnership with Phillip Taylor of Alston & Bird
3rd Feb
Practice notes
Demergers—an introduction to the tax issuesA demerger means the separation of a company’s business into two or more parts, typically carried on by...
3rd Feb
Practice notes
Insolvency Act 1986 s 110 arrangementsThis Practice Note covers: •what arrangements under Insolvency Act 1986 (IA 1986), s 110 (a s 110 arrangement)...
31st Jan
Q&As
Do you have Precedents that can be used in an indirect demerger to separate out assets?A ‘demerger’ is a transaction whereby a business carried on by...
12th Jul
Q&As
Can the Topco resolutions required to effect a section 110 demerger, be passed as written resolutions?A (Insolvency Act 1986) section 110 arrangement...
12th Jul
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