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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—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—15 April 2021

Market Tracker weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—15 April 2021

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Featured Corporate content

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

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...

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,...

The Duomatic principle

The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...

Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

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

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

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Joint shareholders

Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...

9th Nov

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....

9th Nov

Practice notes

Removal of a company secretary

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...

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

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

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...

9th Nov

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

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...

9th Nov

In-house

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Practice notes

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...

9th Nov

Most recent A company's directors content

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

That the motion that [insert name of proposed director] and [insert na...

9th Apr

Precedents

Ordinary resolution—appointment of multiple directors (public companies)

That [insert name of proposed director] and [insert...

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

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

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

Removal of a director

This note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an illustration of the steps...

8th Apr

Practice notes

Directors and company secretaries—glossary of terms

AAlternate directorAn individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry...

8th Apr

Practice notes

Residential addresses of individual directors—protection from disclosure

Difference between service address and residential addressIt is important to understand the distinction under the Companies Act 2006 (CA 2006) between...

8th Apr

Practice notes

De facto and shadow directors

Definition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position of director, by whatever...

7th Apr

Precedents

The Chartered Governance Institute model board resolution on independent professional advice

This is a model board resolution on independent professional advice, produced by CGI. This document has been reproduced by kind permission of The...

29th Mar

Practice notes

The Chartered Governance Institute guidance on the roles of the chairman, the chief executive and the senior independent director [Archived]

This archived guidance, dated October 2004, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance I...

29th Mar

Practice notes

Non-executive directors and the listed company board—corporate governance roles and responsibilities

The non-executive director (NED) is not a statutory creation and is, essentially, a creature of corporate governance. There is no legal distinction in...

24th Mar

Practice notes

Non-executive directors—independence

The concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board effectiveness, including on board and board...

Produced in partnership with Advanced Boardroom Excellence 24th Mar

In-house

Practice notes

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board...

Produced in partnership with Advanced Boardroom Excellence 24th Mar

Practice notes

Disclosure of directors’ interests in shares

This Practice Note outlines the requirements on directors to disclose their interests in shares under the Companies Act 2006 and the Market Abuse...

16th Mar

Practice notes

The Chartered Governance Institute and Henley Business School guidance on conflict and tension in the boardroom

This guidance, dated July 2017, produced by The Chartered Governance Institute (formerly known as ICSA: The Gover...

12th Mar

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...

12th Mar

In-house

Precedents

Briefing for directors—general duties under the Companies Act 2006

Every director of a company owes a number of duties to the company they are appointed to. Many of those duties have been developed by the courts over...

12th Mar