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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 Members content

Practice notes
Unfair prejudice petition—what it is and when to use itWhat is an unfair prejudice claim (a section 994 petition)?An unfair prejudice petition is a...
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Produced in partnership with Mark Hubbard of New Square Chambers 21st Sep
Practice notes
Reflective lossThis Practice Note considers the scope of the reflective loss rule. It addresses the background to and implications of the rule against...
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17th Sep
Q&As
Is a shareholders’ agreement binding on shareholders who have failed to execute a deed of adherence or otherwise sign the shareholders’ agreement?A...
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13th Sep
Practice notes
Section 793 notices—investigating interests in a public company’s sharesThis Practice Note focuses on Part 22 (sections 791-828) of the Companies Act...
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10th Sep
Practice notes
Protection of minority members—a quick guideA minority member in a company does not have much power to influence its management or any majority...
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10th Sep
Practice notes
The joint venture agreementPrincipal documentsThe principal documents required for a corporate joint venture are:•the articles of association...
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8th Sep
Practice notes
Reflective loss—key and illustrative decisionsThis Practice Note summarises a number of key and/or illustrative cases relevant to the rule against...
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6th Sep
Practice notes
Employee shareholder statusIMPORTANT NOTE: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity...
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2nd Sep
Practice notes
Hard copy communications from a companyThe Companies Act 2006 (CA 2006) provides how documents or information can be validly sent or supplied by a...
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21st Aug
Practice notes
Derivative claim—what it is and when to use itA guide to specific terminology used in this Practice Note is provided—see below.What is a derivative...
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Produced in partnership with Mark Hubbard of New Square Chambers 19th Aug
Practice notes
Just and equitable winding-up—what it is and when to use itA guide to specific terminology used in this Practice Note is provided—see below section...
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Produced in partnership with Mark Hubbard of New Square Chambers 18th Aug
Precedents
Letter of advice to an individual on the implications of becoming an employee shareholder [Archived]Archived: This Precedent is for illustrative...
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Produced in partnership with Jeremy Glover (Share Schemes) 15th Aug
Precedents
Precedent agreement for employee shareholder shares [Archived]Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly...
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Produced in partnership with Jeremy Glover of Reed Smith 15th Aug
Precedents
Written statement for employee shareholder shares [Archived]Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly...
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15th Aug
Practice notes
Employee shareholder shares—shares for rights [Archived]Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used...
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Produced in partnership with Stephen Woodhouse of Pett Franklin and William Franklin of Pett Franklin 15th Aug
Precedents
Investment agreement—multiple investorsThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of company in which the...
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12th Aug
Precedents
Subscription and shareholders’ agreement—business angel investors—short formThis Agreement is made on [insert date]Parties1[Insert name of investee...
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12th Aug
Precedents
Subscription and shareholders’ agreement—multiple investorsThis Agreement is made on [insert date]Parties1[Insert name of company in which the shares...
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12th Aug
Precedents
Joint venture shareholders’ agreement—majority/minorityThis Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first...
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12th Aug
Precedents
Shareholders’ agreement—short formThis Agreement is made on [date]parties1[insert name of company in which the shares are held] incorporated in...
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12th Aug

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