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Practice notes
Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
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19th May
Practice notes
AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactionsThis Resource Note outlines the main provisions of Rules 12,...
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19th May
Precedents
This Deed is made on [insert date]Parties1[Name of company in which the shares are held] incorporated in England and Wales under number [company...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Precedents
Clause 1.1 —Add the following definition: PIK Notes means Payment in Kind Notes; [Loan note...
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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
Private companies limited by sharesWhat is a private company limited by shares?A private company limited by shares is a legal entity which is separate...
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19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
Continuing obligations—vote holder and issuer notification rules (DTR 5)This Practice Note focuses on the notification obligations of holders of...
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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
Acting in concertProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance...
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19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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19th May
Practice notes
The unquoted companies regimeThe rules governing annual accounts and reports of unquoted companies are set out in:•Part 15 of the Companies Act 2006...
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19th May
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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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

Most recent Development capital content

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
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
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
Is there any guidance on how the courts will interpret ‘bona fide arm’s length purchaser’ where shares are transferred pursuant to the exercise of a...
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31st Jul
Q&As
Could you please direct me to 'good leaver' and 'bad leaver' provisions for use in a private equity or venture capital context?Leaver provisions are...
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31st Jul
Q&As
Can a shareholders' agreement be varied without the consent of all of the shareholders?The terms of a joint venture or private equity transaction will...
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31st Jul
Q&As
Can bad leaver provisions contained within the articles of association of a private limited company be construed as penalty...
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Produced in partnership with Emmanuel Amos of MJ Hudson 31st Jul
Q&As
Could you please direct me to drag-along and tag-along provisions for use in a private equity or venture capital context?A 'drag along' is the process...
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31st Jul
Q&As
What are the typical remedies available to a private limited company and its shareholders under a shareholders’ agreement or articles of association...
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Produced in partnership with Andrew Mills and Ryan Brown of MJ Hudson 31st Jul
Q&As
What is ‘sweat equity’ and how is it used in a private equity or venture capital context?‘Sweat equity’ can refer to where shares are given to...
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31st Jul
Q&As
Could you please direct me to provisions setting out the terms of a 'liquidation preference' or 'payment waterfall' on a return of capital in respect...
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31st Jul
Q&As
Can the inclusion of drag along rights in the articles of association of a joint venture company be considered to be unfair prejudice on a minority...
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Produced in partnership with Julian Henwood of Gowling WLG 31st Jul

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