Preliminary documents

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Practice notes
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
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9th Nov
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
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
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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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
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
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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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
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
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
Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...
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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
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

Most recent Preliminary documents content

Precedents
Strictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO: [Insert name of relevant contact at the...
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9th Apr
Practice notes
Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad...
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8th Apr
Practice notes
When acting on a corporate transaction (transaction) a professional adviser, eg financial adviser, solicitor, accountant etc, will enter into a letter...
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8th Apr
Practice notes
This Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in a company or the acquisition of a...
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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
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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26th Mar
Precedents
Strictly private and confidentialTo: [insert buyer name][insert buyer address]Date: [insert date]Dear [insert buyer contact name],Proposed acquisition...
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24th Feb
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert selling corporate entity] incorporated in England and Wales under...
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24th Feb
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert selling corporate entity] incorporated in England and Wales under...
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24th Feb
Q&As
It is common at the outset of transactions, such as the sale and purchase of a private company, for the parties to agree that they shall exclusively...
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15th Feb

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