Demergers

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Practice notes
AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactionsThis Resource Note outlines the main provisions of Rules 12,...
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19th May
Precedents
This Deed is made on [insert date]Parties1[Name of company in which the shares are held] incorporated in England and Wales under number [company...
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19th May
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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19th May
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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19th May
Q&As
Can a company with Table A articles conduct board meetings via telephone?Companies should comply with their articles of association in relation to the...
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19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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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
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
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
Directors’ responsibilities statements—company accountsA company's annual report and accounts will often include an appropriate description of...
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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
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent Demergers content

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 21st Jun
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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6th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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 5th Jun
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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5th Jun
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 5th Jun
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 5th Jun
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 5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun
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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5th Jun

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