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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

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...

Shareholder resolutions

The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...

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 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...

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

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

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

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

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

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

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 12th Jan

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

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

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

Most recent International content

Practice notes

Getting the Deal Through: Corporate Governance 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Bermuda; Brazil; China; France; Germany; Hungary; India; Indonesia; Italy;...

16th Jan

Practice notes

Getting the Deal Through: Anti-Corruption Regulation 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Brazil; Canada; China; Denmark; France; Germany; Greece; Hong...

16th Jan

Practice notes

Getting the Deal Through: Shareholder Activism & Engagement 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Austria; France; Germany; Hong Kong; Ireland; Japan; Luxembourg;...

16th Jan

Practice notes

Getting the Deal Through: Public M&A 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Bermuda; Brazil; Bulgaria; Canada; China; Denmark; Egypt;...

16th Jan

Practice notes

Cross-border private M&A transactions

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer...

Produced in partnership with Michael Scargill of Shearman & Sterling 15th Jan

Practice notes

Key differences in the law of contract between Scots and English law

Scots contract law has in many ways become similar to its English counterpart despite their different roots. Some English law concepts, such as undue...

Produced in partnership with Morton Fraser LLP 15th Jan

Scottish Law

Practice notes

Overseas companies—options for a public offer of securities in the United Kingdom

The UK has long been a popular destination for both UK and overseas companies looking to raise finance on a public securities market. Trading on a UK...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 14th Jan

Practice notes

Brexit—implications for Scotland

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

Produced in partnership with Roy Martin QC and Denis Edwards of Terra Firma Chambers 13th Jan

Brexit

Scottish Law

Practice notes

Getting the Deal Through: Corporate Reorganisations 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Austria; Belgium; Brazil; France; Germany; India; Ireland; Japan;...

13th Jan

Practice notes

Key differences relating to legal entities under Scots law

This Practice Note highlights the practical differences between legal entities in Scotland and legal entities in England and Wales. It also covers the...

Produced in partnership with Shepherd and Wedderburn 13th Jan

Scottish Law

Practice notes

Getting the Deal Through: Real Estate M&A 2021

Jurisdictions coveredThe following jurisdictions are covered in this report:Germany; India; Japan; Nigeria; Switzerland; United Kingdom;...

12th Jan

Practice notes

Getting the Deal Through: Foreign Investment Review 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Armenia; Australia; Cambodia; Canada; China; Germany; India; Indonesia;...

12th Jan

Practice notes

Getting the Deal Through: Joint Ventures 2021

Jurisdictions coveredThe following jurisdictions are covered in this report:Argentina; China; India; Japan; Netherlands; Saudi Arabia; South Africa;...

12th Jan

Practice notes

The US Foreign Corrupt Practices Act and the UK Bribery Act 2010 compared

Background to the Foreign Corrupt Practices ActThe US Foreign Corrupt Practices Act (FCPA) is a broad and very well-enforced piece of legislation that...

8th Jan

Practice notes

Regulation S—an introduction for non-US 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...

Produced in partnership with Thomas Vita of Norton Rose Fulbright 8th Jan

Practice notes

Adding a US tranche to a public offer

This Practice Note provides an introduction to the legal matters that should be considered in connection with a company extending a public offer of...

Produced in partnership with John Satory of Paul, Weiss, Rifkind, Wharton & Garrison LLP 8th Jan

Practice notes

USA—Introduction to the Securities Exchange Act of 1934 and the Securities Act of 1933

Background and purposes of the Securities Exchange ActThe Securities Exchange Act of 1934 (the Exchange Act or the 34 Act) was enacted on June 6,...

Produced in partnership with Tom O’Neill of Herbert Smith Freehills 8th Jan

Practice notes

Marketing an initial public offer to QIBs in the United States of America—key considerations

Rule 144A has been in effect since April 1990. This Practice Note looks at the main legal considerations when deciding whether to include a so-called...

Produced in partnership with Thomas Vita of Norton Rose Fulbright 8th Jan

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 8th Jan

Practice notes