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Corporate weekly highlights—25 February 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—25 February 2021

Market Tracker weekly highlights—25 February 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—25 February 2021

Registrar of Companies ordered to remove non-compliant documents (Re Peter Jones (China) Ltd)

The following Corporate news provides comprehensive and up to date legal information on Registrar of Companies ordered to remove non-compliant documents (Re Peter Jones (China) Ltd)

Directors’ duties to disclose conflicts of interest (Fairford v Cohoon)

The following Corporate news provides comprehensive and up to date legal information on Directors’ duties to disclose conflicts of interest (Fairford v Cohoon)

Featured Corporate content

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...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

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

Private equity investment—ratchets

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...

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

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

Removal of a company secretary

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...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Demergers—an introduction for corporate lawyers

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...

9th Nov

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

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

Redenomination of share capital

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

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)...

9th Nov

In-house

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Most recent Members content

Practice notes

Employee shareholder shares—shares for rights [Archived]

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has been...

Produced in partnership with Stephen Woodhouse and William Franklin 15th Jan

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 context in which a particular relationship...

12th Jan

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 require a response within a specific time period?

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...

Produced in partnership with Julian Henwood of Gowling WLG 8th Jan

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 in more or less detailed documentation specifying the precise duties of the...

Produced in partnership with Julian Henwood of Gowling WLG 8th Jan

Precedents

Precedent agreement for employee shareholder shares [Archived]

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been...

Produced in partnership with Jeremy Glover of Reed Smith 8th Jan

Practice notes

Rights of indirect investors

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...

5th Jan

Practice notes

Joint shareholders

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...

17th Dec

Precedents

Request for member agreement to electronic or website publication—private company or unlisted public company

[On headed notepaper of company][Insert shareholder name][Insert shareholder address]Dear [[shareholder name] OR Sir/Madam]Request to send or supply...

6th Dec

Precedents

Resolution—communication by means of website

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

6th Dec

Precedents

Notification—availability of documents on company website

[Insert company name][Insert company address]Dear [Shareholder OR [insert name of shareholder]]Availability of [document[s] AND/OR [and] information]...

6th Dec

Practice notes

The Chartered Governance Institute guidance on electronic communications with shareholders

This guidance, dated January 2014, produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), is...

6th Dec

Practice notes

Protection of minority shareholders—training materials

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...

6th Dec

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 provided by this Chapter—(a) a body corporate cannot be a member of a...

6th Dec

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 2006 (CA 2006) which introduced the statutory derivative claim procedure?

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...

6th Dec

Q&As

Where a person (shareholder A) who originally proposed to be a shareholder in an investee company, further to executing a shareholders’ agreement in respect of such investee company, agrees not to become a shareholder in such company, can the other signatories to such shareholders’ agreement terminate the agreement without the written agreement of shareholder A?

A shareholders’ agreement is a private agreement entered into among the shareholders of an investee company and the investee company itself, to...

6th Dec

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 you are referring to the liability of a member to pay to a company the unpaid part of the nominal value...

6th Dec

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 joint shareholders?

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...

6th Dec

Practice notes

The Chartered Governance Institute guidance on Part 9, Companies Act 2006—Indirect investors, information rights and voting

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...

1st Dec

Practice notes

Hard copy communications from a company

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...

1st Dec

Precedents