Due diligence and disclosure

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Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Due diligence and disclosure content

Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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9th Apr
Precedents
Dated [insert date]Introduction This is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence...
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9th Apr
Precedents
Project [insert name of project]Prepared for [Insert addressee name][Insert date of report]INDEXREPORTA. IntroductionB. Executive summaryC. Detailed...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Precedents
Dated [insert date]Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of [insert...
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9th Apr
Precedents
Project [Insert project name] commercial contract reviewDocument name:Data room reference:Reviewed by:Review date:Follow up instructions comments...
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9th Apr
Q&As
Important note: The Retained Regulation (EU) 2016/679 (UK GDPR) regime described in this Q&A is the regime which is expected to apply once the...
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9th Apr
Practice notes
This Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the differences between a physical data room (a...
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8th Apr
Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is carried out by a seller in connection with...
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8th Apr
Practice notes
At 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between...
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8th Apr
Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is carried out by a potential buyer prior...
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8th Apr
Practice notes
Factors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal...
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8th Apr
Practice notes
ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior to 11pm (GMT) on 31 December 2020 (IP completion...
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8th Apr
Practice notes
Purchasers and vendors consider a range of issues when undertaking due diligence during a commercial transaction for acquisition or sale of a...
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Produced in partnership with RSK 9th Mar
Q&As
A disclosure exercise will be carried out by the seller in connection with the acquisition of shares in a target company or the acquisition of the...
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6th Dec

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