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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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Produced in partnership with Louise Wolfson. 12th Jan
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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9th Nov
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
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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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
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...
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
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 Nov
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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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov
Practice notes
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...
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9th Nov

Most recent Directors and company secretaries content

Precedents
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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18th Jan
Precedents
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
Read More >
18th Jan
Precedents
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
Read More >
18th Jan
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
Read More >
18th Jan
Practice notes
This guidance, dated October 2014, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI) to...
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18th Jan
Practice notes
This Practice Note examines typical conduct at board meetings, and considers the role of the chair in presiding over board meetings, quorum and voting...
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18th Jan
Practice notes
The Companies Act 2006 (CA 2006) contains provisions that restrict and control substantial property transactions entered into between a company and...
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18th Jan
Practice notes
The Companies Act 2006 (CA 2006) contains provisions relating to the consequences of a failure to obtain the required members' approval of credit...
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18th Jan
Practice notes
Definition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever...
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18th Jan
Practice notes
The Companies Act 2006 (CA 2006) requires any provision in a director's service contract under which the guaranteed term of the director's employment...
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18th Jan
Practice notes
The directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of the company in...
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18th Jan
Practice notes
This guidance, dated July 2017, produced by The Chartered Governance Institute (formerly known as ICSA: The Gover...
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18th Jan
Practice notes
The main directors’ duties developed by the courts were set out in statute for the first time in the Companies Act 2006 (CA 2006), ss 171–177 and all...
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18th Jan
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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18th Jan
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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18th Jan
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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18th Jan
Practice notes
Unlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the Companies Act 2006 (CA 2006) regulating...
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18th Jan
Practice notes
This guidance, dated April 2015, was produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI)...
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18th Jan
Practice notes
This practice note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may resign.It does not...
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18th Jan
Practice notes
A director of a company limited by shares is exposed to a wide range of potential liabilities that could arise as a result of their acts (or...
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18th Jan

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