Buyouts

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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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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
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
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 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
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 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
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
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
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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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
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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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

Most recent Buyouts content

Precedents
Tax covenant—single corporate seller—buyer and seller wordingIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At...
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19th Aug
Practice notes
Share sale or asset sale—tax considerationsThe sale of a company's business can be structured as either:•a sale of assets owned by the company (an...
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15th Aug
Practice notes
Buyouts—tax issues for the acquisition groupThis Practice Note summarises the main tax issues arising for the UK acquisition group in a private...
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15th Aug
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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15th Aug
Practice notes
CGT—business asset disposal relief (formerly entrepreneurs' relief)Business asset disposal relief (BADR), which was called entrepreneurs' relief for...
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Produced in partnership with Satwaki Chanda 15th Aug
Practice notes
Management buyouts—summary of tax issues for management A management buyout, or MBO, involves the acquisition of a business by its existing management...
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15th 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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15th Aug
Precedents
Subscription agreement—directors and employeesThis Agreement is made on [insert date]Parties1[Insert name of company in which the shares are to be...
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12th Aug
Precedents
Drag and tag along provisions—articlesInsert new articles 45 and 46 in Precedent: Articles of association—private limited company or new articles 70...
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12th Aug
Precedents
Board minutes—re-registration—private limited company to public companyCompany number: [insert number][insert company name] LimitedMinutes of a...
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12th Aug
Precedents
Board minutes—completion—newco—investment agreementCompany number: [insert][insert company name] LimitedMinutes of a meeting of the board of directors...
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12th Aug
Precedents
Disclosure letter—buyout—investment agreement—managers[headed notepaper of the managers]For the attention of [insert name of contact at the...
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12th Aug
Precedents
Equity warrant instrument—private limited companyThis Warrant Instrument is dated [insert date] Parties1[Name of Issuer], incorporated in England and...
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12th Aug
Precedents
Option agreement—share subscriptionThis Agreement is made on [insert date]Parties1[Name of issuing company], incorporated in England and Wales under...
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12th Aug
Precedents
Subscription agreement—short formThis Agreement is made on [insert date]Parties1[Insert name of company in which the shares are to be held]...
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12th Aug
Precedents
Special resolution disapplying pre-emption rights under s 571 CA 2006 (private company with more than one class of shares or creating a new class of...
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12th Aug
Precedents
Deed of contribution—buyout—management sellersThis Deed is made on [insert day and month] 20[insert year]Parties1The several persons whose names and...
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12th Aug
Precedents
Investment agreement—multiple investorsThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of company in which the...
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12th Aug
Precedents
Power of attorney—buyout—investment agreement—signing—corporate investor1Appointment and powersWe, [insert company name], a company incorporated in...
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12th Aug
Precedents
Leaver provisions—articles—private equity or venture capitalInsert the following as new definitions (if not already included) in the articles of...
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12th Aug

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