Demergers

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Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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20th Oct
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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19th Oct
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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19th Oct
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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16th Oct
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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12th Oct
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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26th Sep
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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26th Sep
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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26th Sep
Practice notes
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
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26th Sep
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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26th Sep
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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26th Sep
Practice notes
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...
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26th Sep
Practice notes
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
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26th Sep
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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26th Sep
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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25th Sep
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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25th Sep

Most recent Demergers content

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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25th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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26th Sep
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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28th Sep
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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8th Oct
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 9th Oct
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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9th Oct
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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9th Oct
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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9th Oct
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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12th Oct
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 19th Oct
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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23rd Oct
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 Riccardo Alonzi and Jonathan Akinluyi of Skadden Arps Slate Meagher & Flom (UK) LLP 26th Oct

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