Buyouts

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Practice notes
The Quoted Companies Alliance (QCA) Corporate Governance CodeThe Quoted Companies Alliance (QCA) is an independent membership organisation that...
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19th May
Practice notes
Payments for a director’s loss of officeThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as...
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19th May
Practice notes
Authorised share capital—continued relevanceThe allotment of shares is governed by the Companies Act 2006 (CA 2006). The requirements that apply...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules trackerLast updated March 2021Tracker overviewThis Disclosure Guidance and Transparency Rules (DTR) tracker...
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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
Equity warrants—private companyThis Practice Note provides an overview of equity warrants in the context of private company investment. Listed equity...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Practice notes
Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains...
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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
Practice notes
Substantial property transactions—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains provisions that restrict and...
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19th May
Precedents
The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent Buyouts content

Practice notes
Disclosure process in a private equity buyout transactionThis Practice Note is part of the Lexis®PSL Corporate private equity buyout transaction...
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3rd Aug
Precedents
Power of attorney—buyout—investment agreement—signing—corporate investor1Appointment and powersWe, [insert company name], a company incorporated in...
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2nd Aug
Precedents
Power of attorney—buyout—investment agreement—signing—managers1Appointment and Powers1.1I, [insert Manager’s name] of [insert Manager’s address],...
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2nd Aug
Q&As
What types of matters are usually subject to investor consent in a shareholders' agreement relating to a private limited company subject to private...
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1st Aug
Q&As
What is the meaning of the expression ‘so far as the seller is aware’, ‘to the seller’s best knowledge, information and belief’ (or similar...
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Produced in partnership with Hannah Laithwaite of Lamb Chambers 1st Aug
Q&As
Is it standard market practice to define in a sale and purchase agreement (whether relating to an asset or share sale) the meaning of the term...
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Produced in partnership with Julian Henwood of Gowling WLG 1st Aug
Practice notes
Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...
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31st Jul
Q&As
How can a shareholder transfer its shares to a non-shareholder, without following the procedure for pre-emption on the transfer of shares?A right of...
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31st Jul
Q&As
Can directors in a private limited company have weighted voting rights at board meetings?Although we have limited this answer to cover private...
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31st Jul
Q&As
What are the advantages and disadvantages of earn-outs for the buyer and seller in a share sale and purchase?Earn-outs are most useful where the...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul
Q&As
Is a buyer subject to a duty to mitigate loss where a seller gives warranties on an indemnity basis in a share purchase agreement?An indemnity is a...
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31st Jul
Q&As
If a company has original shareholders who have all signed a shareholders agreement, are new shareholders who join the company but do not sign the...
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31st Jul
Q&As
Is it possible to include a provision in a company’s shareholders’ agreement or articles of association restricting transfers by shareholders of that...
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31st Jul
Q&As
Is there a prescribed form of transfer for loan notes akin to that for transferring shares, ie a stock transfer form?In practice, the loan note...
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31st Jul
Q&As
In what circumstances would a shareholders' agreement in respect of a joint venture need to be filed at Companies House?The requirement to file a...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul
Q&As
Is it possible to provide that one class of shares shall carry enhanced voting rights? If so, can this be expressed as a fixed percentage of the total...
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Produced in partnership with Kirstin Gilbert and Alex McPherson of Ignition Law 31st Jul
Q&As
Who can apply to appoint an independent party to resolve a dispute under the Institute of Chartered Accountants in England and Wales’ (ICAEW)...
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31st Jul
Q&As
What is the effect of representing (in addition to warranting and undertaking) that the warranties in a share purchase agreement or asset purchase...
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31st Jul
Practice notes
Secondary buyouts—tax issues for managementA secondary buyout (SBO) is broadly where a private equity firm buys a business that has previously been...
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31st Jul

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