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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

Practice notes
Exclusivity—share and asset purchasesThis Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in...
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12th Aug
Practice notes
Drafting and negotiating the investment agreement in a private equity buyout transactionThis Practice Note is part of the Lexis®PSL Corporate private...
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12th Aug
Practice notes
General legal issues to consider in private equity buyout transactionsThis Practice Note is part of the Lexis®PSL Corporate private equity buyout...
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12th Aug
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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12th Aug
Practice notes
Confidentiality—share purchaseThe following provides an overview of confidentiality agreements in the context of the acquisition of shares in a...
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12th Aug
Practice notes
Private equity financing—equityThe way in which a private equity investment is structured and the terms and conditions of the investment will vary in...
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12th Aug
Practice notes
Consideration adjustments (completion accounts, locked box and earn-outs)—share and asset purchasesConsideration may be paid in many ways, and it may...
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12th Aug
Practice notes
Employee shareholders—general corporate and private equity considerationsSTOP PRESS: The ability to offer tax-favoured employee shareholder shares or...
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12th Aug
Practice notes
MBOs and MBIs: a management perspectiveThe position of management under a management buyout (MBO) or management buy-in (MBI) is often one of conflict...
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12th Aug
Practice notes
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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12th Aug
Practice notes
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
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12th Aug
Practice notes
Different classes of share capitalThis Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a...
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12th Aug
Practice notes
Private equity financing—debtThe vast majority of funds for a traditional private equity buyout will be sourced from debt, rather than equity,...
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12th Aug
Practice notes
Data rooms—share and asset purchasesThis Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the...
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12th Aug
Practice notes
A guide to asset purchase agreementsThis Practice Note provides an overview of the agreement for the purchase of some or all of a company's assets...
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12th Aug
Practice notes
Brexit—impact on private M&A transactions [Archived]ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior...
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12th Aug
Practice notes
Pre-emption rights—general issuesThe Companies Act 2006 (CA 2006) gives existing shareholders of companies a right of pre-emption by providing that a...
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12th Aug
Practice notes
The auction process in private equity transactionsAuction sales are common in larger private equity transactions. Often referred to as 'institutional...
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12th Aug
Practice notes
Heads of terms—equityIn the preliminary stage of the private equity investment process, it is common for the parties to enter a heads of terms to set...
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12th Aug
Practice notes
CRC Energy Efficiency Scheme—an introductionThe CRC Energy Efficiency Scheme (the CRC Scheme) was abolished following the 2018/19 compliance year, in...
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12th Aug

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