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Practice notes
Form of transfer of sharesThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through...
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19th May
Practice notes
Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
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19th May
Practice notes
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Practice notes
DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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19th May
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
The effect of a private company redemption of shares, including post-redemption stepsCoronavirus (COVID-19): Following the coronavirus (COVID-19)...
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19th May
Practice notes
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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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
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
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
Practice notes
Takeover Code—Rule 3—Independent adviceThis Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code),...
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19th May
Q&As
Is it possible to make a manuscript amendment to the consideration clause of a stock transfer form after signature?The correct process to be followed...
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19th May
Precedents
Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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19th May

Most recent US law content

Practice notes
Overseas companies—options for a public offer of securities in the United KingdomThe UK has long been a popular destination for both UK and overseas...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 22nd Jul
Practice notes
FCPA—who it applies to and what it prohibits (US)What is the FCPA and what does it prohibit?The Foreign and Corrupt Practices Act (FCPA) was enacted...
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28th Jun
Practice notes
The US Foreign Corrupt Practices Act and the UK Bribery Act 2010 comparedBackground to the Foreign Corrupt Practices ActThe US Foreign Corrupt...
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28th Jun
Practice notes
USA—financial services regulation essentialsIntroduction to US financial services regulationThe financial services industry in the US is heavily...
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5th Jun
Practice notes
USA—Insider tradingThe restriction on insider tradingWhat is insider trading?Insider trading is usually associated with illegal conduct. However, the...
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5th Jun
Practice notes
USA—Introduction to state securities (blue sky) lawsState securities regulatorsApart from the Securities and Exchange Commission (SEC), which is an...
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5th Jun
Practice notes
USA—The US regulatorsSecurities and Exchange Commission (SEC)What is the SEC?The SEC was created under the Securities and Exchange Act of 1934. This...
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5th Jun
Practice notes
USA—Introduction to the Securities Exchange Act of 1934 and the Securities Act of 1933Background and purposes of the Securities Exchange ActThe...
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Produced in partnership with Tom O’Neill of Herbert Smith Freehills 5th Jun
Practice notes
Cross-border private M&A transactionsThis Practice Note provides an overview of issues that are likely to be encountered by an English-qualified...
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Produced in partnership with Michael Scargill of Shearman & Sterling 5th Jun
Precedents
Form 10b-5 letter (US IPO)Form 10b-5 Letter[insert date][insert address]Re: Underwriting AgreementDear [insert text]This firm has acted as counsel to...
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5th Jun
Precedents
Legal opinion-issuer’s counsel (US IPO)[Firm Letterhead][[Insert name]][[Insert name]][[Insert name]][c/o [Insert name]][[Insert name]]Re: [Insert...
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5th Jun
Precedents
Board minutes-issuer (US IPO)[insert company name]The Board of Directors (the Board of Directors or the Board) of [insert company name] a [insert...
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5th Jun
Precedents
Lock-up agreement (US IPO)Lock-Up Agreement (US IPO)[insert company name][insert date], 20[insert year][insert name][insert name][insert name]As...
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5th Jun
Precedents
Officers’ certificate-issuer (US IPO)[Insert company name]The undersigned, [insert name] and [insert name], do hereby certify that they are the duly...
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5th Jun
Precedents
Time and responsibility schedule (US IPO)Time and responsibility schedule for a US initial public offeringAs of [_____________, 20__][COMPANY...
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5th Jun
Practice notes
The components of Regulation DThis Practice Note examines the US Securities and Exchange Commission rules under Regulation D, the non-exclusive safe...
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5th Jun
Precedents
Company instructions to transfer agent (US IPO)[COMPANY LETTERHEAD][insert name of Transfer Agent][insert name of addressee][insert name of...
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5th Jun
Practice notes
Permitted communications during the US IPO processThis Practice Note provides an overview on the communications permitted during the process of an...
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5th Jun
Precedents
Selected dealers agreement (US IPO)[insert name][insert name][insert name]Dear [insert text]:1Registration under the Securities Act 1933, as amended...
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5th Jun
Practice notes
Preparing for the closing of a US IPOThis Practice Note provides an overview of the procedures involved in the closing of a US initial public offering...
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5th Jun

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