Share purchase

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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
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
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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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
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
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
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
Practice notes
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
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 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
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Share purchase content

Practice notes
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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23rd Aug
Practice notes
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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15th Aug
Precedents
Application letter—stamp duty group relief—FA 1930, s 42HMRC—Stamp Office[insert HMRC Stamp Office address]Application for stamp duty group relief...
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15th Aug
Practice notes
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 15th Aug
Practice notes
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 15th Aug
Precedents
Share purchase agreement—intra-group reorganisationThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling...
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12th Aug
Precedents
Board minutes—intra-group reorganisation—share purchase—targetCompany number: [insert company number][insert company name] [Limited OR PLC] Minutes of...
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12th Aug
Precedents
Board minutes—intra-group reorganisation—share purchase—sellerCompany number: [insert company number][insert company name] [Limited OR plc] Minutes of...
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12th Aug
Precedents
Board minutes—intra-group reorganisation—share purchase—buyerCompany number: [insert company number][insert company name] [Limited OR plc] Minutes of...
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12th Aug
Practice notes
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 31st Jul
Precedents
Change of control notice—intra-group reorganisation—share purchaseHeaded notepaper of target companyTo: [Insert name and address of contractual...
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30th Jul
Precedents
Director resignation letter—intra-group reorganisation—share purchaseThe [Directors OR Secretary][insert company name][insert company address][insert...
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30th Jul

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