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Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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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
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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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 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 company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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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 examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
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 Nov

Most recent General issues content

Practice notes
AAccounts date dealOn an accounts date deal for a share purchase, the buyer will determine the purchase price by reference to the previous set of...
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8th Apr
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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8th Apr
Practice notes
A business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally different in...
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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
The acquisition of a company or business and assets in the context of a private equity buyout, while similar to a standard acquisition in many...
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8th Apr
Practice notes
The buyer may fund the acquisition by way of:•cash: from its internal cash resources (or those of its parent or other group company)•debt financing:...
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8th Apr
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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8th Apr
Practice notes
The CRC Energy Efficiency Scheme (the CRC Scheme) was abolished following the 2018/19 compliance year, in accordance with the announcement made by HM...
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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
This Resource Note highlights relevant commentary, analysis and resources to assist with the interpretation of, and provide practical guidance on the...
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8th Apr
Practice notes
This Resource Note highlights relevant commentary, analysis and resources to assist with the interpretation of, and provide practical guidance on the...
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8th Apr
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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7th Apr
Practice notes
The merger control rules of the UK are contained in the Enterprise Act 2002, as amended. Under the UK merger control rules, the Competition and...
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30th Mar
Practice notes
The UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules, there is no requirement to seek...
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30th Mar
Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. This Practice Note introduces:•the General Data Protection Regulation, Regulation...
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24th Mar
Practice notes
EU GDPR and UK GDPRThe General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) became directly applicable and fully enforceable in all...
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23rd Mar
Practice notes
Auction processes play an important role in particular industries, for example, in the private equity industry or in government privatisations, or in...
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18th Mar
Practice notes
Why is land contamination important in corporate deals?Land contamination concerns are an important consideration in private mergers and acquisitions...
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Produced in partnership with ELM Law 10th Mar
Practice notes
Why do environmental issues need to be considered at the outset of a corporate transaction?It is important that environmental and health & safety...
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9th Mar

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