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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 US law content

Practice notes
Understanding and negotiating 10b-5 letters for a US IPOThis Practice Note provides an overview of the 10b-5 letter, focusing on common carveouts from...
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30th Jul
Practice notes
Preparing for a road show regarding a US IPOThis Practice Note looks at the practical and legal matters that need to be considered when a company is...
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30th Jul
Practice notes
The US initial public offering processThis Practice Note examines the key steps and issues that a company will need to consider prior to commencing a...
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30th Jul
Practice notes
Comfort letters in a US IPOThis Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a...
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30th Jul
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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30th Jul
Practice notes
Marketing an initial public offer to QIBs in the United States of America—key considerationsRule 144A has been in effect since April 1990. This...
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Produced in partnership with Thomas Vita of Norton Rose Fulbright 30th Jul
Practice notes
Conducting due diligence for a US private offeringThis Practice Note provides practical guidance as to how offering participants can conduct the due...
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30th Jul
Practice notes
Use of free writing prospectuses in US IPOsThis Practice Note looks at the use of a free writing prospectus in a US initial public offer (IPO)....
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30th Jul
Precedents
Cross-receipt (US IPO)Cross-Receipt[insert number of shares] Shares[COMPANY NAME]Common Stock(Par Value $[insert amount] Per Share)Pursuant to the...
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30th Jul
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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30th Jul
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 30th Jul
Practice notes
Key agreements in a US IPO This Practice Note provides an overview of the key provisions of an underwriting agreement in the context of an...
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30th Jul
Practice notes
Identifying integration issues for US private offeringsThis Practice Note provides an overview of the issues to consider in relation to integrated...
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30th Jul
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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30th Jul
Practice notes
SAS 72 comfort letters in international securities offerings for non-US lawyersThe underwriters or initial purchasers in an international securities...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 30th Jul
Practice notes
Preparing the legal opinions and the 10b-5 letter for a US IPOThis Practice Note explains the purpose, nature and scope of the legal opinions prepared...
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30th Jul
Practice notes
Filing a Form DThis Practice Note briefly looks at timing and detail required when filing a Form D with the US Securities and Exchange Commission...
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30th Jul
Practice notes
Regulation S—an introduction for non-US lawyersThis Practice Note briefly summarises the key provisions of Regulation S as well as the practical...
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Produced in partnership with Thomas Vita of Norton Rose Fulbright 30th Jul
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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30th Jul
Practice notes
Managing the due diligence process for a US IPOThis Practice Note provides an overview of the purpose, nature and scope of the due diligence process...
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30th Jul

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