Directors and company secretaries

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Latest Corporate News

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Corporate weekly highlights—13 May 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—13 May 2021

Market Tracker weekly highlights—13 May 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—13 May 2021

Contracts—‘Reasonable detail’ in notice clause determined by business purpose (Dodika Ltd and others v United Luck Group Holdings Ltd)

The following Commercial news provides comprehensive and up to date legal information on Contracts—‘Reasonable detail’ in notice clause determined by business purpose (Dodika Ltd and others v United Luck Group Holdings Ltd)

Featured Corporate content

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...

9th Nov

Practice notes

Redenomination of share capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

Practice notes

Demergers—an introduction for corporate lawyers

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...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

9th Nov

Practice notes

A guide to cash box placings

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Private equity investment—ratchets

A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...

9th Nov

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

Declaration of a director's interests—the statutory provisions

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...

9th Nov

Practice notes

Comfort letters in a US IPO

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...

9th Nov

In-house

Practice notes

Registration of company charges

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...

9th Nov

Practice notes

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

9th Nov

In-house

Most recent Directors and company secretaries content

Q&As

Do company directors have to be resident in the country in which the company is registered?

Do company directors have to be resident in the country in which the company is registered?Different countries have varying company law requirements...

13th May

Practice notes

Claims against directors—key considerations for dispute resolution practitioners

Claims against directors—key considerations for dispute resolution practitionersThis Practice Note outlines some of the key considerations when...

12th May

Practice notes

Directors’ duties: companies in financial difficulties

Directors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to minimise losses to the...

5th May

COVID-19

Q&As

What are the implications of the coronavirus (COVID-19) restrictions for directors’ board meetings?

Unlike company general meetings and annual general meetings, there are no provisions in the Companies Act 2006 regulating board meetings or...

27th Apr

COVID-19

Practice notes

Directors’ board meetings—fundamentals

Unlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating...

27th Apr

Precedents

Executive service agreement (short form)

This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number [insert company number] whose...

27th Apr

Precedents

Executive service agreement

This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number [number] whose registered office...

27th Apr

In-house

Precedents

Resolution—members approving the use of a single resolution for the proposed appointment of multiple directors

That the motion that [insert name of pro

21st Apr

Precedents

Ordinary resolution—appointment of multiple directors (public companies)

That [insert name of proposed director] an

21st Apr

Precedents

Board minutes—receipt of special notice to remove a director

[insert company name] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company)Held at [insert place...

12th Apr

Precedents

Board minutes—following the passing of a resolution to remove a director at a general meeting

[insert company name]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company)Held at [insert place...

12th Apr

Precedents

Resolution—disapplication of the prohibition within the Model Articles on a director participating in the approval of a transaction or arrangement with a company where the director is conflicted

Ordinary resolution:That [each of the directors OR [each of ][insert name(s) of relevant director(s)]] be and [is OR are] hereby authorised at any...

9th Apr

Precedents

Resolution—approving a substantial property transaction between a director, a holding company director or their connected person and the company

ORDINARY RESOLUTION[That the acquisition by [insert name of the director of the Company or the director of the Company’s holding company or the person...

9th Apr

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Apr

Precedents

Directors’ service contracts—resolution of a holding company approving a long term service contract

ORDINARY RESOLUTION[That the term in the service contract proposed to be entered into between the Company’s subsidiary, [insert name of subsidiary],...

9th Apr

Precedents

Articles—directors’ conflicts of interest provisions

1Directors’ conflicts of interest1.1Subject to the provisions of the Companies Act 2006 and provided that they have disclosed to the directors the...

9th Apr

Precedents

Letter to director of special notice of proposed resolution to remove them from office

[Insert date]Dear [insert name of director],Special notice of proposed resolution to remove director from office: [insert company name] [Limited OR...

9th Apr

Precedents

Directors’ service contracts—resolution approving a long term service contract

Ordinary resolution[That the term in the service contract proposed to be entered into between the Company and [insert name of director] providing that...

9th Apr

Precedents

Board minutes for the approval or ratification of a company’s entry into documents

Company number: [insert number][insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name...

9th Apr

Practice notes