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Private M&A (intra-group reorganisation)

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Market Tracker daily deal round-up

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Market Tracker daily deal round-up

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Corporate weekly highlights—22 July 2021

Corporate weekly highlights—22 July 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—22 July 2021

Market Tracker weekly highlights—22 July 2021

Market Tracker weekly highlights—22 July 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—22 July 2021

Featured Corporate content

Directors’ remuneration

Directors’ remuneration

Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...

Issue of redeemable shares

Issue of redeemable shares

Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...

Removal of a director

Removal of a director

Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...

Amending the articles of association

Amending the articles of association

Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...

Q&As

What is the definition of body corporate as used in s 1159 of the Companies Act 2006?

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

Co-operative and community benefit societies

Co-operative and community benefit societiesWhat is a co-operative or community benefit society?A co-operative society or community benefit society...
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19th May
Practice notes

AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactions

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
Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Precedents

Deed of adherence—investment agreement

This Deed is made on [insert date]Parties1[Name of company in which the shares are held] incorporated in England and Wales under number [company...
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19th May
Precedents

Payment in kind (PIK) provisions—loan note instrument

Clause 1.1 —Add the following definition: PIK Notes means Payment in Kind Notes; [Loan note...
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19th May
Practice notes

Takeover Code—Rule 34—Right of withdrawal

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)

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
Practice notes

Tailoring a shelf company

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

Sub-division and consolidation of shares

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

Directors’ responsibilities statements—company accounts

Directors’ responsibilities statements—company accountsA company's annual report and accounts will often include an appropriate description of...
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19th May
Practice notes

General meetings—notice requirements for private and unlisted public companies

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

Break fees—share purchase

Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Precedents

Subscription letter—shares

The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May
Precedents

Legal due diligence report—private M&A—share purchase

Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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19th May
Practice notes

Unregistered companies

Unregistered companiesWhat is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered...
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19th May
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Most recent Private M&A (intra-group reorganisation) content

Precedents

Intra-group intellectual property licence

Intra-group intellectual property licenceThis Licence is made on [insert date] (Commencement Date):Parties1[insert licensor name] a company...
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25th Jul
Precedents

Intra-group intellectual property rights assignment

Intra-group intellectual property rights assignmentThis Deed is made on [insert date] Parties1[insert assignor name] a company incorporated in...
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25th Jul
Practice notes

IP and IT aspects of intra-group reorganisations

IP and IT aspects of intra-group reorganisationsBroadly speaking, an intra-group reorganisation involves the movement of assets between companies...
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Produced in partnership with Boyes Turner LLP 25th Jul
Precedents

Change of control notice—intra-group reorganisation—share purchase

Change of control notice—intra-group reorganisation—share purchaseHeaded notepaper of target companyTo: [Insert name and address of contractual...
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23rd Jul
Precedents

Notice of assignment of contract—intra-group reorganisation

Notice of assignment of contract—intra-group reorganisationheaded notepaper of seller/assignorTo: [Insert name and address of contractual...
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21st Jul
Precedents

Request for consent to assignment of contract—intra-group reorganisation

Request for consent to assignment of contract—intra-group reorganisationHeaded notepaper of seller/assignorTo: [Insert name and address of contractual...
Read More >
21st Jul
Precedents

Board minutes—intra-group reorganisation—share purchase—seller

Board minutes—intra-group reorganisation—share purchase—sellerCompany number: [insert company number][insert company name] [Limited OR plc] Minutes of...
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19th Jul
Precedents

Board minutes—buyer (intra-group reorganisation—asset purchase: exchange and completion)

Board minutes—buyer (intra-group reorganisation—asset purchase: exchange and completion)Company number: [insert company number][insert company name]...
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19th Jul
Precedents

Board minutes—seller (intra-group reorganisation—asset purchase: exchange and completion)

Board minutes—seller (intra-group reorganisation—asset purchase: exchange and completion)Company number: [insert company number][insert company name]...
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19th Jul
Precedents

Board minutes—intra-group reorganisation—share purchase—target

Board minutes—intra-group reorganisation—share purchase—targetCompany number: [insert company number][insert company name] [Limited OR PLC] Minutes of...
Read More >
19th Jul
Precedents

Board minutes—intra-group reorganisation—share purchase—buyer

Board minutes—intra-group reorganisation—share purchase—buyerCompany number: [insert company number][insert company name] [Limited OR plc] Minutes of...
Read More >
19th Jul
Precedents

Transitional services agreement—intra-group reorganisation

Transitional services agreement—intra-group reorganisationThis Agreement is made on [insert day and month] 20 [insert year]Parties1[Insert name of...
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1st Jul
Precedents

Asset purchase agreement—intra-group reorganisation

Asset purchase agreement—intra-group reorganisationThis Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling...
Read More >
1st Jul
Practice notes

Key tax considerations in an asset sale

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 1st Jul
Practice notes

Stamp duty reliefs

Stamp duty reliefsFORTHCOMING CHANGE relating to electronic stamping becomes permanent on 19 July 2021: With effect from 19 July 2021, the electronic...
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23rd Jun
Precedents

Deed of release: for a debenture or mortgage—single company security provider—full or partial release

Deed of release: for a debenture or mortgage—single company security provider—full or partial releaseThis Deed is made on [insert day and month]...
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14th Jun
Practice notes

Common issues in an intra-group reorganisation

Common issues in an intra-group reorganisationAn intra-group reorganisation involves the transfer of group company share capital or group assets...
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7th Jun
Q&As

Can an intra-group transfer of an asset between a company (the transferor) and a sister company of the transferor’s parent (the transferee) be a distribution under Part 23 of the Companies Act 2006, where both the transferor and the transferee have the same ultimate parent company?

Can an intra-group transfer of an asset between a company (the transferor) and a sister company of the transferor’s parent (the transferee) be a...
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5th Jun
Practice notes

Share schemes implications of transferring companies and businesses within a group

Share schemes implications of transferring companies and businesses within a groupIntroductionGroups of companies undertake reorganisations for many...
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Produced in partnership with Sara Cohen of Lewis Silkin LLP and Karen Cooper of Cooper Cavendish 5th Jun
Practice notes

Intra-group reorganisations and pensions

Intra-group reorganisations and pensionsThe pension implications of an intra-group reorganisation will depend largely on the nature of the group’s...
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Produced in partnership with Sheamal Samarasekera, Macfarlanes LLP 5th Jun

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Contract variation

Contract variation

Contract variationThis Practice Note summarises the law, guidance and practice relating to the variation of contracts and deeds. It explains how a contract or deed can be varied in writing, orally or by conduct, and also considers unilateral variation, waiver and sustained minor breach. It sets out

Hearsay evidence in civil litigation

Hearsay evidence in civil litigation

Hearsay evidence in civil litigationThis Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.This Practice

Fraud by false representation

Fraud by false representation

Fraud by false representationFraud by false representationFraud by false representation applies to a broader range of conduct than the offences under the preceding legislation (the Theft Act 1968 (TA 1968)). No gain or loss need actually be made, and no deception need operate on the mind of the

Stay of proceedings—when can you apply to stay a claim?

Stay of proceedings—when can you apply to stay a claim?

Stay of proceedings—when can you apply to stay a claim?This Practice Note considers the question of when court proceedings can be stayed. It identifies scenarios in which a party may apply for a stay of proceedings, including to allow for: a jurisdictional challenge; arbitration; an attempt to