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Practice notes
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...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
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...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Secondary offering content

Practice notes
Joint, several, and joint and several liabilityContractWhere a contract is made by two or more parties it may contain a promise or obligation made by...
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13th Sep
Practice notes
UK Market Abuse Regulation—insider dealingThis Practice Note provides an overview of the offence of insider dealing as prescribed by Retained...
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13th Sep
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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13th Sep
Practice notes
UK Listing Review—progress trackerThe UK Listing Review was launched by HM Treasury at the end of 2020 to gather evidence and make recommendations to...
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7th Sep
Practice notes
Financial crime in the financial services sectorMarket abuse and insider dealing are forms of financial crime involving misconduct in, or misuse of...
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5th Sep
Practice notes
Allotment and issue of shares—introductory pointsThe allotment of shares and issue of shares is governed by statute and the applicable statutory...
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4th Sep
Practice notes
Allotment and issue of shares—listed companiesThe allotment and issue of shares is governed by statutory rules, which differ according to the type of...
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4th Sep
Practice notes
The Prospectus Regulation—is a prospectus required?In each section of this Practice Note, links are given to the relevant provisions of EU and/or UK...
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4th Sep
Practice notes
Market Abuse Regulation—unlawful disclosure of inside information and market soundings—quick guideThis Practice Note provides a quick guide to the key...
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25th Aug
Practice notes
Misleading statements, misleading impressions and market manipulationPart 7 of the Financial Services Act 2012The Financial Services Act 2012 (FSA...
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25th Aug
Practice notes
Market Abuse Regulation (MAR)—essentialsIn each section of this Practice Note, links are given to the relevant provisions of EU and/or UK legislation,...
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24th Aug
Practice notes
Market Abuse Regulation (MAR)—level 2 and level 3 measuresBREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit...
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24th Aug
Practice notes
Market Abuse Regulation (MAR)—one minute guideWhat is the objective of the EU Market Abuse Regulation and UK Market Abuse Regulation?The Market Abuse...
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24th Aug
Practice notes
Misleading impressions under the Financial Services Act 2012FORTHCOMING CHANGE: Section 31(2) of the Financial Services Act 2021 (FSA 2021) increases...
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24th Aug
Practice notes
Misleading statements under the Financial Services Act 2012FORTHCOMING CHANGE: Section 31(2) of the Financial Services Act 2021 (FSA 2021) increases...
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Produced in partnership with Joanna Dimmock, Tom Hickey and Fred Kelly of White & Case LLP 24th Aug
Practice notes
Insider dealingFORTHCOMING CHANGE: Section 31(1) of the Financial Services Act 2021 (FSA 2021) increases the maximum sentence for insider dealing...
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Produced in partnership with Joanna Dimmock, Tom Hickey and Fred Kelly of White & Case LLP 24th Aug
Practice notes
Bringing a professional negligence claim based on the duty in contract, tort and equityHaving established the existence of a ‘professional’ who may...
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19th Aug
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...
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Produced in partnership with Jeremy Edwards of Baker McKenzie 15th Aug
Practice notes
When is a prospectus needed for an offer to employees?FORTHCOMING CHANGE: HM Treasury has published a consultation on the UK prospectus regime. Among...
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Produced in partnership with Jeremy Edwards of Baker McKenzie 15th Aug
Practice notes
Prospectus Regulation and Prospectus Directive comparison and analysisIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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13th Aug

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