Equity capital markets (Main Market)

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Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

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...

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...

Practice notes

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

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

Company restoration—restoration by court order

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...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

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

Class rights and variation of class rights

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...

9th Nov

In-house

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

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

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 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

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)...

9th Nov

In-house

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

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

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 9th Nov

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 Nov

Most recent Equity capital markets (Main Market) content

Practice notes

Pre-emption rights—listed companies

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the Pre-Emption Group published a statement recommending that investors...

1st Dec

Practice notes

Brexit—UK Market Abuse Regulation—guide to the changes for corporate lawyers

This Practice Note highlights the main changes made to the retained Market Abuse Regulation (UK Market Abuse Regulation) as part of the onshoring...

1st Dec

Practice notes

Listing Rules—employee share schemes aspects

Brexit: For details of the potential impact of Brexit on the Listing Rules, see Practice Note: Brexit—UK listing and prospectus regime.Introduction to...

29th Nov

Practice notes

Share incentives aspects of MAR and related guidance

FORTHCOMING CHANGE: Following a consultation, on 24 September 2020 the European Securities and Markets Authority (ESMA) published a review of the...

29th Nov

Practice notes

When is a prospectus needed for an offer to employees?

Introduction and legal frameworkAs with most jurisdictions, the UK regulates the offer of securities to the public through an array of investment...

Produced in partnership with Jeremy Edwards of Baker McKenzie 29th Nov

Practice notes

Short form prospectus requirements for an offer of listed shares to employees [Archived]

BackgroundUnder Article 3(1) of Directive 2004/39/EC, the EU Prospectus Directive (PD), and section 85(1) Financial Services and Markets Act 2000...

Produced in partnership with Jeremy Edwards of Baker McKenzie 29th Nov

Practice notes

Coronavirus (COVID-19)—EU capital markets recovery package

This Practice Note summarises the new capital markets recovery package of measures proposed by the European Commission in July 2020 to address the...

29th Nov

COVID-19

Practice notes

Market Abuse Regulation (MAR)—level 2 and level 3 measures

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

Financial Services and Markets Act 2000—essentials

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

Market Abuse Regulation (MAR)—essentials

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

Misleading statements, misleading impressions and market manipulation

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

Market Abuse Regulation—unlawful disclosure of inside information and market soundings—quick guide

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

Quick Look Brexit Financial Services Legislation Status Guide—Market Abuse Regulation

This Quick Look Brexit Financial Services Legislation Status Guide provides high-level information on the status of Regulation (EU) 596/2014 (the...

29th Nov

Practice notes

Market Abuse Regulation (MAR)—one minute guide

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

29th Nov

Practice notes

The UK implementation of the Market Abuse Regulation

BREXIT: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

Produced in partnership with Mark Compton and Lauren Smith of Mayer Brown International LLP 29th Nov

Practice notes

The Prospectus Regulation—level 2 and level 3 measures and other resources

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

28th Nov

Practice notes

Who can be parties to a professional negligence claim?

It is not just clients who may be able to bring a claim in negligence against their professional advisers. This Practice Note considers who can be...

27th Nov

Practice notes

LR Resource Note—LR 6—Requirements for premium listing: Commercial company

This Resource Note highlights relevant commentary, analysis and resources to assist with the interpretation of, and provide practical guidance on the...

26th Nov

Practice notes

Placings

BrexitThe operation of the UK listing and prospectus regime may be affected by Brexit. For further details, see Practice Note: Brexit—UK listing and...

Produced in partnership with Chris McGaffin of Slaughter and May. 25th Nov

Practice notes

CGI, GC100 and institutional investor guidance

A selection of the key guidance issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), the Association of...

25th Nov