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...
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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...
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
Related party transactions—listed companiesIf a premium listed company (listed company) proposes to enter into a transaction with a ‘related party’ it...
Ordinary resolution of a company approving a payment to a director for loss of officeOrdinary resolution[That the payment of [insert amount] proposed...
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...
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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...
If the Model Articles have been incorporated and if the person's position as a director would automatically terminate per Article 18(d) of the Model...
Executive service agreement (short form)This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered...
Following the merger of two companies, where there are concerns about the performance of a director of one of the subsidiaries, is it possible for the...
Directors’ decision-making—post board meeting formalitiesThis Practice Note outlines common post board meeting formalities that are usually undertaken...
Directors’ decision-making—conduct at board meetingsThis Practice Note examines typical conduct at board meetings, and considers the role of the chair...
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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