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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 General issues content

Practice notes
LR Resource Note—LR 11—Related party transactions: Premium listingThis Resource Note highlights relevant commentary, analysis and resources to assist...
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21st Sep
Practice notes
VAT—what is a transfer of a business as a going concern?The sale of a 'business' is really a sale of assets bundled together. VAT would therefore be...
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20th Sep
Practice notes
Key definitions under data protection lawOn 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between...
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17th Sep
Practice notes
National Security and Investment Act—progress trackerThe National Security and Investment Act 2021 (NSI Act) seeks to introduce a mandatory foreign...
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7th Sep
Practice notes
VAT—consequences of a transfer of a going concernThe conditions for a transfer of a business to be treated as a transfer of a going concern (a TOGC)...
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5th Sep
Practice notes
Data protection principlesOn 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between the EEA and UK,...
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Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 31st Aug
Practice notes
Asset purchasesA business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally...
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27th Aug
Practice notes
Corporate transactions and service provision changes (employment)—data protection issuesFrom IP completion day (11pm on 31 December 2020), Regulation...
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27th Aug
Practice notes
The impact of the EU GDPR and UK GDPR on M&A transactionsEU GDPR and UK GDPRThe General Data Protection Regulation, Regulation (EU) 2016/679 (EU...
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26th Aug
Practice notes
Listed and public company issues—share and asset purchasesThis Practice Note outlines the issues that arise in a private M&A transaction (whether...
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25th 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
Key tax considerations in an asset saleThe sale of a company's business can be structured as either:•a sale of the business assets owned by the...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 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
Pension issues in business sales—acting for the sellerFORTHCOMING DEVELOPMENT 1: On 11 February 2021 the Pension Schemes Bill received Royal Assent...
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15th Aug
Practice notes
How to deal with Beckmann liabilities on a business saleTHIS PRACTICE NOTE APPLIES IN RELATION TO OCCUPATIONAL PENSION SCHEMESThis Practice Note...
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Produced in partnership with Ginevra Gatrell of gunnercooke LLP 15th Aug
Practice notes
Auction sales—asset purchaseAuction processes play an important role in particular industries, for example, in the private equity industry or in...
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12th Aug
Practice notes
TUPE—an overview for corporate lawyersIP COMPLETION DAY: The Brexit transition period ended at 11pm on 31 December 2020. At this time (referred to in...
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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
Coronavirus (COVID-19)—impact on private M&A transactionsFactors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for...
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12th Aug
Practice notes
Financing an acquisition—share and asset purchasesThe buyer may fund the acquisition by way of:•cash: from its internal cash resources (or those of...
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12th Aug

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