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Practice notes
AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactionsThis Resource Note outlines the main provisions of Rules 12,...
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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
Precedents
Clause 1.1 —Add the following definition: PIK Notes means Payment in Kind Notes; [Loan note...
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19th May
Practice notes
Demergers—an introduction for corporate lawyersA demerger is a transaction whereby a business carried on by a company within a group is taken out of...
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19th May
Practice notes
Returning capital to shareholders—B share schemesWhat is a B share scheme and why is it used?A B share scheme is one method used by UK companies to...
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Produced in partnership with Glafkos Tombolis 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
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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19th May
Q&As
Can a company with Table A articles conduct board meetings via telephone?Companies should comply with their articles of association in relation to the...
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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
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
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
Directors’ responsibilities statements—company accountsA company's annual report and accounts will often include an appropriate description of...
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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
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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19th May

Most recent Nature of membership content

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 5th Aug
Practice notes
Joint shareholdersShares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities)...
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4th Aug
Precedents
Section 793 notice—request for information[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of...
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4th Aug
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 2nd Aug
Q&As
What is an affiliate or an affiliated person?The definition of ‘affiliate’ or ‘affiliated’ in relation to corporate relationships will depend on the...
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1st Aug
Q&As
How is a minority shareholding valued when it is to be purchased by a majority shareholder in the context of an unfair prejudice petition?In the...
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1st Aug
Q&As
Are there any restrictions on two companies holding shares in one another?Section 136 of the Companies Act 2006 (CA 2006) states that:'(1) Except as...
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1st Aug
Q&As
Can the liability of a member to pay-up shares it holds in a company be transferred to a third party?It is assumed for the purpose of this Q&A that...
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1st 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 and William Franklin 1st Aug
Q&As
Is there any way to divide a joint shareholding into separate shareholdings, each held by an individual shareholder, without the agreement of all the...
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1st Aug
Practice notes
Getting the Deal Through: Shareholder Activism & Engagement 2021Jurisdictions coveredThe following jurisdictions are covered in this report:China;...
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31st Jul
Q&As
What arrangements must be put in place for someone to hold shares as a nominee?Nominee arrangements may be informal and undocumented or may be set out...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul
Q&As
What is the difference between a member and a shareholder?CompaniesLimited companiesIn general, the Companies Act 2006 (CA 2006) refers to the owners...
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31st Jul
Q&As
If a shareholder in a company does not agree with the decisions of its board of directors, what action can that shareholder take?Much depends on the...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul
Q&As
What are the potential legal and practical issues with a minor (ie a child aged under 18 in England and Wales) holding shares in a company?A minor may...
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31st Jul
Q&As
To what extent does the common law procedure relating to derivative actions by company members apply since the entry into force of the Companies Act...
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31st Jul
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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31st Jul
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) 31st Jul
Q&As
Is there a limit to the number (and frequency) of section 793 notices that can be given to the same person? Is it possible for a section 793 notice to...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul
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 31st Jul

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