Financial services regulation for corporate lawyers

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When unlawful distributions and insolvency collide (SSF Realisations Ltd (In Liquidation) v Loch Fyne Oysters Ltd)

The following Corporate news provides comprehensive and up to date legal information on When unlawful distributions and insolvency collide (SSF Realisations Ltd (In Liquidation) v Loch Fyne Oysters Ltd)

Market Tracker weekly highlights—14 January 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—14 January 2021

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—14 January 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—14 January 2021

Featured Corporate content

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...

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...

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...

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...

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

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

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

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

Private equity investment—ratchets

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...

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

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

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

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

Practice notes

Redenomination of share capital

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

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

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 Financial services regulation for corporate lawyers content

Practice notes

Insider lists

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

15th Jan

Practice notes

DTR Resource Note—DTR 4—Periodic Financial Reporting

This Resource Note outlines the main provisions of Chapter 4 of the Disclosure Guidance and Transparency Rules (DTR 4), which deals with the periodic...

15th Jan

Practice notes

DTR Resource Note—DTR 2—Disclosure and control of inside information by issuers

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

15th Jan

Practice notes

UK Prospectus Regulation tracker

Last updated 6 January 2021Tracker overviewThis tracker summarises legislative and regulatory developments in relation to the UK Prospectus Regulation...

15th Jan

Practice notes

DTR Resource Note—DTR 1, DTR 1A, DTR 1B and DTR 1C—Introduction

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

15th Jan

Practice notes

Directive 2014/57/EU on criminal sanctions for market abuse

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the...

Produced in partnership with Ms Alison Geary of WilmerHale 15th Jan

Practice notes

Misleading statements, misleading impressions and market manipulation

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the...

15th Jan

Practice notes

An introduction to short selling

BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the...

Produced in partnership with Orrick, Herrington & Sutcliffe (Europe) LLP 15th Jan

Practice notes

DTR Resource Note—DTR 3—Transactions by persons discharging managerial responsibilities and their connected persons

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

14th Jan

Practice notes

Market Abuse Regulation—insider dealing

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

14th Jan

Practice notes

Share incentives aspects of MAR and related guidance

Implementation of MAR in the UKRegulation (EU) No 596/2014, the Market Abuse Regulation ( MAR), originally came into force on 3 July 2016 and was...

14th Jan

Practice notes

The Model Code—share dealings provisions [Archived]

ARCHIVED: This archived Practice Note provides background reading on the Model Code and is for background purposes only. The Model Code was deleted by...

13th Jan

Practice notes

DTR Resource Note—DTR 5—Vote Holder and Issuer Notification Rules

This Resource Note outlines the main provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules (DTR 5), which deals with the...

12th Jan

Practice notes

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

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

12th Jan

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...

11th Jan

Practice notes