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Practice notes
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
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9th Nov
Practice notes
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...
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9th Nov
Practice notes
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
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9th Nov
Practice notes
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...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
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
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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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
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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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
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 Members content

Precedents
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...
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18th Jan
Precedents
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...
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18th Jan
Precedents
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...
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18th Jan
Precedents
This Agreement is made on [insert date]Parties1[Insert name of investee company] incorporated in England and Wales under number [insert company...
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18th Jan
Precedents
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...
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18th Jan
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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18th Jan
Practice notes
Venture capital is a type of private equity investment provided to early stage, start-up businesses with little or no operating history.Background to...
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18th Jan
Practice notes
The key documents for a buyout are:•a sale and purchase agreement•articles of association for the investee company or its parent company which will...
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18th Jan
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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18th Jan
Practice notes
Principal documentsThe principal documents required for a corporate joint venture are:•the articles of association (articles) of the joint venture...
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18th Jan
Practice notes
The Companies Act 2006 (CA 2006) provides how documents or information can be validly sent or supplied by a company (as defined) in electronic form.If...
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18th Jan
Practice notes
This Practice Note focuses on Part 22 (sections 791-828) of the Companies Act 2006 (CA 2006), which enables a company to investigate interests in its...
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18th Jan
Practice notes
This Practice Note is part of the Lexis®PSL Corporate private equity buyout transaction toolkit.Drafting the investment agreementThe private equity...
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18th Jan
Practice notes
Shares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted public companies are...
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18th Jan
Practice notes
The Companies Act 2006 (CA 2006) provides how documents or information can be validly sent or supplied to a company (as defined).For information on...
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18th Jan
Practice notes
STOP PRESS: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been...
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18th Jan
Practice notes
A guide to specific terminology used in this Practice Note is provided—see below.What is a derivative claim?A derivative claim (or derivative action)...
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Produced in partnership with Mark Hubbard of New Square Chambers 18th Jan
Practice notes
This Practice Note summarises a number of key and/or illustrative cases relevant to the rule against reflective loss.For further guidance on the...
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18th Jan
Practice notes
This Practice Note considers the scope of the reflective loss rule. It addresses the background to and implications of the rule against reflective...
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18th Jan
Practice notes
A guide to specific terminology used in this Practice Note is provided—see below section titled ‘Key terms encountered when applying for a winding-up...
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Produced in partnership with Mark Hubbard of New Square Chambers 18th Jan

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