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Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
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....
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov

Most recent US law content

Precedents
Time and responsibility schedule for a US initial public offeringAs of [_____________, 20__][COMPANY NAME]AbbreviationsC: CompanyUW: Lead...
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9th Apr
Precedents
[Firm Letterhead][[Insert name]][[Insert name]][[Insert name]][c/o [Insert name]][[Insert name]]Re: [Insert name of matter]Dear [insert text]We have...
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9th Apr
Precedents
[insert company name]The Board of Directors (the Board of Directors or the Board) of [insert company name] a [insert nature of company] (the Company),...
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9th Apr
Precedents
Agreement Among Underwriters (US IPO)[insert number] Shares(plus [insert number] Shares to cover over allotments, if any)[COMPANY NAME]Common...
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9th Apr
Precedents
[insert name][insert name][insert name]Dear [insert text]:1Registration under the Securities Act 1933, as amended (the Act), of the [insert number]...
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9th Apr
Precedents
Form 10b-5 Letter[insert date][insert address]Re: Underwriting AgreementDear [insert text]This firm has acted as counsel to [insert name], a [insert...
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9th Apr
Precedents
This Questionnaire is being furnished to you in connection with an offering (the Offering) of securities by [insert company name] (the Company), under...
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9th Apr
Precedents
Underwriting Agreement (US IPO)[insert number] Shares______________________Common Stock[insert date], [insert year]___________________________As...
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9th Apr
Precedents
[Insert company name]The undersigned, [insert name] and [insert name], do hereby certify that they are the duly elected, qualified and acting [insert...
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9th Apr
Precedents
Cross-Receipt[insert number of shares] Shares[COMPANY NAME]Common Stock(Par Value $[insert amount] Per Share)Pursuant to the Underwriting Agreement...
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9th Apr
Precedents
[[Insert name]][[Insert name]][[Insert name]][[Insert name]][c/o [Insert name]][[Insert name]]Dear [insert text]We have acted as your counsel in...
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9th Apr
Precedents
Lock-Up Agreement (US IPO)[insert company name][insert date], 20[insert year][insert name][insert name][insert name]As Representatives of Several...
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9th Apr
Practice notes
What is the FCPA and what does it prohibit?The Foreign and Corrupt Practices Act (FCPA) was enacted in 1977 and amended after complaints from industry...
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9th Apr
Practice notes
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...
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Produced in partnership with Michael Scargill of Shearman & Sterling 8th Apr
Practice notes
This Practice Note briefly looks at timing and detail required when filing a Form D with the US Securities and Exchange Commission (SEC). Produced in...
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8th Apr
Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the due diligence process carried out by an offeror prior to the offer its...
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8th Apr
Practice notes
This Practice Note provides an overview of the issues to consider in relation to integrated transactions in the context of US offerings. This Practice...
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8th Apr
Practice notes
This Practice Note looks at the use of a free writing prospectus in a US initial public offer (IPO). Produced in partnership with Lexis Practice...
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8th Apr
Practice notes
This Practice Note examines the US Securities and Exchange Commission rules under Regulation D, the non-exclusive safe harbour allowing issuers to...
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8th Apr
Practice notes
This Practice Note provides an introduction to the legal matters that should be considered in connection with a company extending a public offer of...
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Produced in partnership with John Satory of Paul, Weiss, Rifkind, Wharton & Garrison LLP 8th Apr

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