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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
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
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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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
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
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 summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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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
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
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...
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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
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov

Most recent Members content

Practice notes
Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has been...
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Produced in partnership with Stephen Woodhouse and William Franklin 15th Jan
Q&As
The definition of ‘affiliate’ or ‘affiliated’ in relation to corporate relationships will depend on the context in which a particular relationship...
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12th Jan
Q&As
Section 793 of the Companies Act 2006 (CA 2006) enables a public company to require anyone whom the company knows or has reasonable cause to believe...
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Produced in partnership with Julian Henwood of Gowling WLG 8th Jan
Q&As
Nominee arrangements may be informal and undocumented or may be set out in more or less detailed documentation specifying the precise duties of the...
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Produced in partnership with Julian Henwood of Gowling WLG 8th Jan
Precedents
Archived: 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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Produced in partnership with Jeremy Glover of Reed Smith 8th Jan
Practice notes
Many investors hold only a beneficial interest in a company’s shares and act through an intermediary, who is entered in the company’s register of...
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5th Jan
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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17th Dec
Precedents
[On headed notepaper of company][Insert shareholder name][Insert shareholder address]Dear [[shareholder name] OR Sir/Madam]Request to send or supply...
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6th Dec
Precedents
Ordinary resolution:That the Company may send or supply documents or information...
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6th Dec
Precedents
[Insert company name][Insert company address]Dear [Shareholder OR [insert name of shareholder]]Availability of [document[s] AND/OR [and] information]...
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6th Dec
Practice notes
This guidance, dated January 2014, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), is...
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6th Dec
Practice notes
These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to the...
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6th Dec
Q&As
Section 136 of the Companies Act 2006 (CA 2006) states that:'(1) Except as provided by this Chapter—(a) a body corporate cannot be a member of a...
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6th Dec
Q&As
A derivative claim is a claim brought by a member of a company in respect of a cause of action vested in the company itself. It is derivative in the...
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6th Dec
Q&As
It is assumed for the purpose of this Q&A that you are referring to the liability of a member to pay to a company the unpaid part of the nominal value...
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6th Dec
Q&As
We are not aware of any way to split a joint shareholding into separate shareholdings each held by an individual shareholder, without the consent of...
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6th Dec
Practice notes
The aim of Part 9 of the Companies Act 2006 (CA 2006) is to make it easier for indirect investors both to receive regular company information and to...
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1st Dec
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 hard copy form.For...
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1st Dec
Precedents
Archived: 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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29th Nov

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