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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 Directors and company secretaries content

Practice notes
Related party transactions—listed companiesIf a premium listed company (listed company) proposes to enter into a transaction with a ‘related party’ it...
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21st Sep
Precedents
Ordinary resolution of a company approving a payment to a director for loss of officeOrdinary resolution[That the payment of [insert amount] proposed...
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17th Sep
Practice notes
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
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17th Sep
Practice notes
Payments for a director’s loss of office—share transferThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to...
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17th Sep
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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17th Sep
Practice notes
Payments for a director’s loss of officeThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as...
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17th Sep
Precedents
Letter—resignation from directorshipThe [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR...
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17th Sep
Practice notes
Claims against directors—key considerations for dispute resolution practitionersThis Practice Note outlines some of the key considerations when...
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13th Sep
Precedents
Resolution—reappointment of director retiring by rotationOrdinary resolution:That [insert...
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13th Sep
Precedents
Executive service agreement (short form)This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered...
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10th Sep
Precedents
Executive service agreementThis Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number...
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10th Sep
Practice notes
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
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2nd Sep
Practice notes
Directors' duties—the duty to promote the success of the company and company recordsThe duty to promote the success of the company is one of the...
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2nd Sep
Practice notes
Directors and criminal liabilityThis Practice Note describes the criminal offences that are of most relevance to company directors, and:•focuses on...
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2nd Sep
Practice notes
Directors’ decision-making—post board meeting formalitiesThis Practice Note outlines common post board meeting formalities that are usually undertaken...
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1st Sep
Practice notes
Directors’ decision-making—conduct at board meetingsThis Practice Note examines typical conduct at board meetings, and considers the role of the chair...
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1st Sep
Practice notes
Directors' duties—breaching a duty and relieving a breachDirectors are the agents of a company who manage its day-to-day business and owe a number of...
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1st Sep
Practice notes
The Chartered Governance Institute guidance on directors' general dutiesThis paper, dated August 2020, was produced by The Chartered Governance...
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1st Sep

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