Preliminary documents

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What is the definition of body corporate as used in s 1159 of the Companies Act 2006?Section 1159 of the Companies Act 2006 (CA 2006), for the...
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19th May
Practice notes
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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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
Practice notes
Shareholder resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution,...
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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
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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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
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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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
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
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
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
Takeover Code—Rule 3—Independent adviceThis Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code),...
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19th May
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May

Most recent Preliminary documents content

Precedents
Confidentiality letter—private M&A (asset purchase)—corporate sellerStrictly private and confidentialTo: [insert buyer name][insert buyer...
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22nd Jul
Precedents
Heads of terms—asset purchaseStrictly private and confidential To: [Insert potential seller name][Insert potential seller address] (the Seller)FAO:...
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21st Jul
Precedents
Exclusivity letter—asset purchaseStrictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO: [Insert name...
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19th Jul
Practice notes
Letters of engagement—corporate transactionsWhen acting on a corporate transaction (transaction) a professional adviser, eg financial adviser,...
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7th Jul
Practice notes
Exclusivity—share and asset purchasesThis Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in...
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7th Jul
Precedents
Confidentiality agreement—private M&A (asset purchase)—long form (corporate seller)This Agreement is made on [insert day and month] 20[insert...
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1st Jul
Precedents
Confidentiality agreement—private M&A (asset purchase)—auction saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[insert...
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1st Jul
Q&As
Would a clause containing a negative obligation not to withdraw from negotiations be enforceable, or would it be construed as an unenforceable...
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5th Jun
Practice notes
Confidentiality—asset purchaseIntroductionThe following provides an overview of confidentiality agreements in the context of the acquisition of the...
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5th Jun
Practice notes
Heads of terms—share and asset purchasesHeads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding)...
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5th Jun

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