Demergers

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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 Demergers content

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...
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18th Aug
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)...
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Produced in partnership with Phillip Taylor of Sidley Austin LLP and Chris Laughton of Mercer & Hole Chartered Accountants 18th Aug
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...
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15th Aug
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...
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Produced in partnership with Zoe Feller of Bird & Bird 15th Aug
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...
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Produced in partnership with Zoe Feller of Bird & Bird and Robert Langston of Saffery Champness 15th Aug
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...
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15th Aug
Practice notes
Liquidation demergersThis Practice Note is about the tax implications of liquidation demergers, also known as section 110 demergers, after section 110...
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15th Aug
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...
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15th Aug
Precedents
Reduction of capital demerger agreementThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of HoldCo] incorporated in...
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12th Aug
Practice notes
Schemes of arrangement—procedureProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the...
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12th Aug
Practice notes
Schemes of arrangement—nature and key statutory requirementsProduced with input from Rebecca Cousin of Slaughter and May on market practice.This...
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12th Aug
Practice notes
Demergers—glossary of termsBBuy outThis is the purchase of a company or a controlling interest in a corporation’s shares. This often happens when a...
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12th Aug
Practice notes
Reduction of capital—a quick guideIt is a fundamental rule of English company law that a limited company having a share capital must maintain that...
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Produced in partnership with Christopher Field of Dechert 12th Aug
Practice notes
Dividends—the legal frameworkCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, an increasing number of UK companies are expected...
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12th Aug
Practice notes
Demergers—an introduction for corporate lawyersA demerger is a transaction whereby a business carried on by a company within a group is taken out of...
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12th Aug
Q&As
What is an indirect (three-cornered) dividend demerger?Under the indirect or three-cornered (dividend) demerger structure, all the shares in the...
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12th Aug
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...
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31st Jul
Practice notes
Schemes of arrangement—process and statutory frameworkSchemes of arrangement—definition and basis in statuteA scheme of arrangement is a...
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Produced in partnership with Jonathan Akinluyi of Latham & Watkins and Riccardo Alonzi of Skadden 31st Jul
Precedents
Indicative timetable for a scheme of arrangement under Part 26 of the Companies Act 2006DateActionFrom 98 days before the directions hearingDraft...
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Produced in partnership with Geraldine Quirk of Bryan Cave Leighton Paisner 30th Jul

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