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Latest Corporate News

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

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

UK joins US in implementing a global anti-corruption sanctions regime

The following Banking & Finance news provides comprehensive and up to date legal information on UK joins US in implementing a global anti-corruption sanctions regime

Corporate weekly highlights—6 May 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—6 May 2021

Featured Corporate content

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

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...

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...

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

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

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

Issues arising where there is split exchange and completion—share and asset purchases

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...

9th Nov

Practice notes

Irrevocable commitments and letters of intent

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...

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

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

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

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

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 12th Jan

Practice notes

The Duomatic principle

The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...

Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan

Practice notes

Declaration of a director's interests—the statutory provisions

A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...

9th Nov

Practice notes

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

9th Nov

Practice notes

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

9th Nov

Practice notes

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

9th Nov

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

9th Nov

Practice notes

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

9th Nov

In-house

Most recent Members content

Precedents

Joint venture shareholders’ agreement—corporate real estate—majority or minority

This Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first shareholder] incorporated in England and Wales under number...

6th May

Precedents

Cross-border joint venture shareholders’ agreement-deadlock (50:50)

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of first shareholder] incorporated in [insert the country of...

6th May

Precedents

Joint venture shareholders’ agreement—corporate real estate—deadlock (50:50)

This Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first shareholder] incorporated in England and Wales under number...

6th May

Precedents

Joint venture shareholders’ agreement—majority/minority

This Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first shareholder] incorporated in England and Wales under number...

6th May

Precedents

Joint venture shareholders’ agreement—deadlock (50:50)

This Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first shareholder] incorporated in England and Wales under number...

6th May

Practice notes

Reflective loss—key and illustrative decisions

This Practice Note summarises a number of key and/or illustrative cases relevant to the rule against reflective loss.For further guidance on the...

28th Apr

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...

26th Apr

Practice notes

Employee shareholder status

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

9th Apr

Precedents

Subscription and shareholders’ agreement—single investor

This Agreement is made on [insert date]Parties1[Insert name of company in which the shares are held], incorporated in England and Wales under number...

9th Apr

Precedents

Subscription and shareholders’ agreement—multiple investors

This Agreement is made on [insert date]Parties1[Insert name of company in which the shares are held], incorporated in England and Wales under number...

9th Apr

Precedents

Investment agreement—single investor

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of company in which the shares are held] incorporated in England...

9th Apr

Precedents

Resolution—communication by means of website

Ordinary resolution:That the Company may send or supply documents or information...

9th Apr

Precedents

Investment agreement—multiple investors

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of company in which the shares are held] incorporated in England...

9th Apr

Precedents

Shareholders’ agreement—short form

This Agreement is made on [date]parties1[insert name of company in which the shares are held] incorporated in England and Wales under number [insert...

9th Apr

Precedents

Section 793 notice—request for information

[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of company][Insert name of recipient and/or job...

9th Apr

Precedents

Subscription and shareholders’ agreement—business angel investors—short form

This Agreement is made on [insert date]Parties1[Insert name of investee company] incorporated in England and Wales under number [insert company...

9th Apr

Precedents

Members’ nomination rights provision—articles

1Members’ nomination rights1.1Subject to section 145 of the Companies Act 2006 and in accordance with the provisions of this article [1], any...

9th Apr

Precedents

Shareholders’ agreement—founders—short form

This Agreement is made on [insert date]Parties1[Insert name of company in which the shares are held] incorporated in England and Wales under number...

9th Apr

Practice notes