Private M&A (intra-group reorganisation)

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Practice notes
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
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9th Nov
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
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
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
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
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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9th Nov
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
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
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
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
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
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
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
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
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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14th 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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Produced in partnership with Jane Fielding of Gowling WLG 9th Apr
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...
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9th Apr
Precedents
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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9th 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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9th Apr
Precedents
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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9th Apr
Precedents
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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9th Apr
Precedents
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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9th Apr
Precedents
The [Directors OR Secretary][insert company name][insert company address][insert date]Dear [Directors OR Secretary],[insert company name] (the...
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9th Apr
Precedents
Headed notepaper of target companyTo: [Insert name and address of contractual counterparty/interested third party][Insert date]Dear [insert...
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9th Apr
Precedents
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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9th Apr
Precedents
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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9th Apr
Practice notes
The pension implications of an intra-group reorganisation will depend largely on the nature of the group’s pension arrangements. Key pension issues...
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Produced in partnership with Sheamal Samarasekera, Macfarlanes LLP 9th Apr
Practice notes
IntroductionGroups of companies undertake reorganisations for many and varied reasons but, regardless of the reason, those reorganisations will often...
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Produced in partnership with Sara Cohen of Lewis Silkin LLP and Karen Cooper of Cooper Cavendish 9th Apr
Practice notes
Coronavirus (COVID-19) impact on stamp duty process: During the coronavirus outbreak, the Stamp Office is temporarily only accepting electronic...
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9th Apr
Practice notes
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 9th Apr
Practice notes
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 9th Apr
Practice notes
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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8th Apr
Precedents
[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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8th Apr
Precedents
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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6th Apr

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