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Private M&A (intra-group reorganisation)

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Acting in concert

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

Shareholder resolutions

Shareholder resolutions

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,...

Fiduciary duties of directors

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

The Duomatic principle

The Duomatic principle

The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Practice notes

Insider lists

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

Company records—a company's statutory registers

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

SAS 72 comfort letters in international securities offerings for non-US lawyers

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 9th Nov
Practice notes

Private equity investment—ratchets

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

Joint shareholders

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

Amending the articles of association

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

Removal of a company secretary

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

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...
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9th Nov
Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

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

Breaching the articles of association

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
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Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

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
tag iconIn-house
Precedents

Retention account provisions—share purchase agreement

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

Changes in share capital—accounting treatment

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 9th Nov
Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Private M&A (intra-group reorganisation) content

Precedents

Transitional services agreement—intra-group reorganisation

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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27th Nov
Precedents

Share purchase agreement—intra-group reorganisation

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
Read More >
26th Nov
Precedents

Asset purchase agreement—intra-group reorganisation

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
Read More >
26th Nov
Practice notes

IP and IT aspects of intra-group reorganisations

Broadly speaking, an intra-group reorganisation involves the movement of assets between companies within the same group. The reorganisation may...
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Produced in partnership with Boyes Turner LLP 18th Nov
Practice notes

Common issues in an intra-group reorganisation

An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate...
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5th Nov
Precedents

Letter of non-crystallisation of a floating charge under a security agreement

[ON HEADED NOTEPAPER OF CHARGEE][insert the name and address of the buyer/ second lender][insert date]Dear [insert organisation name],[Debenture OR...
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5th Nov
Precedents

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

This Deed is made on [insert day and month] 20[insert year]Parties1[insert name of Lender], a company incorporated in England and Wales with...
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5th Nov
Practice notes

Key tax considerations in an asset sale

The sale of a company's business can be structured as either:•a sale of the business assets owned by the current owner, including goodwill (an asset...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 21st Oct
Precedents

Notice to employees of change of employer—intra-group reorganisation

To: [Insert employee name and address][Insert date]Dear [Insert employee name]Notice of change of employerWe are writing to you to formally advise you...
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15th Oct
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?

We are not aware of any direct authority confirming that an intra-group transfer of an asset between a company (the transferor) and a sister company...
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9th Oct
Practice notes

Stamp duty reliefs

Coronavirus (COVID-19) impact on stamp duty process: During the coronavirus outbreak, the Stamp Office is temporarily only accepting electronic...
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1st Oct
Precedents

Intra-group intellectual property licence

This Licence is made on [insert date] (Commencement Date):Parties1[insert licensor name] a company incorporated in [England and Wales] under number...
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26th Sep
Precedents

Intra-group intellectual property rights assignment

This Deed is made on [insert date] Parties1[insert assignor name] a company incorporated in [England and Wales] whose registered number is [insert...
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26th Sep
Precedents

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

Company number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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26th Sep
Precedents

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

Company number: [insert company number][insert company name] [limited OR plc] Minutes of a meeting of the board of directors (the insert day, month...
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26th Sep
Precedents

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

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 Sep
Precedents

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

Company number: [insert company number][insert company name] [Limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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26th Sep
Precedents

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

Company number: [insert company number][insert company name] [Limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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26th Sep
Precedents

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

Company number: [insert company number][insert company name] [Limited OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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26th Sep
Precedents

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

Headed notepaper of target companyTo: [Insert name and address of contractual counterparty/interested third party][Insert date]Dear [insert...
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26th Sep

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