Private M&A (share purchase)

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Brexit legislation tracker

This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board

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This Practice Note provides a summary of key corporate manslaughter prosecutions and convictions under section 1 of the Corporate Manslaughter and

Appointment, retirement and resignation of a director

BREXIT IMPACT: The information to be given when appointing a corporate director will be affected by Brexit. For further details, see Impact of Brexit

Practice notes

Private company share buybacks—procedure where no payment out of capital under CA 2006, Pt 18, Ch 5

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

6th Oct

In-house

Practice notes

Warranties and indemnities—share purchase

A share purchase agreement (SPA) will typically include warranties and indemnities given by the seller in favour of the buyer.Why warranties and...

26th Sep

Practice notes

Share buybacks—a quick guide

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

5th Oct

Practice notes

Reduction of capital—a quick guide

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must...

Produced in partnership with Christopher Field of Dechert 9th Oct

Practice notes

Allotment and issue of shares—introductory points

The allotment of shares and issue of shares is governed by statute and the applicable statutory provisions differ according to the type of company...

13th Oct

Practice notes

Different classes of share capital

This Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a company has shares of different...

25th Sep

Practice notes

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

8th Oct

In-house

Practice notes

Incorporating a company

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

26th Sep

Practice notes

Allotment and issue of shares—private companies with one class of shares

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment...

13th Oct

In-house

Practice notes

The nature of a limited liability partnership and its legal framework

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA...

26th Sep

Practice notes

Voluntary striking off and dissolution

Coronavirus (COVID-19): Following the COVID-19 outbreak, some Companies House filing and other administrative procedures have been temporarily...

14th Oct

Practice notes

Calling a general meeting (including an AGM)

This Practice Note summarises the law in relation to calling a general meeting of a private company limited by shares or a public company limited by...

25th Sep

In-house

Practice notes

The nature of a general partnership and its legal framework

Sources of partnership lawThe main body of law governing a general partnership formed under English law (as opposed to a limited liability...

25th Sep

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...

19th Oct

Practice notes

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

12th Oct

In-house

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

12th Oct

Most recent Private M&A (share purchase) content

Practice notes

Pension issues in share sales—where target sponsors a single-employer DB scheme

FORTHCOMING DEVELOPMENT: On 11 February 2019 the DWP published its response to the consultation ‘Protecting Defined Benefit Pension Schemes—A...

25th Sep

Practice notes

Due diligence—share and asset purchases

This Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is carried out by a potential buyer prior...

25th Sep

In-house

Practice notes

Land contamination—issues in corporate (private M&A) transactions

Brexit impactAs of exit day (31 January 2020), the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK...

25th Sep

Practice notes

Environmental due diligence—share purchase

The purpose of environmental due diligenceFor general information on share purchase, see Practice Notes: Due diligence—share and asset purchases and...

25th Sep

Practice notes

Employment due diligence—share and asset purchases

This Practice Note provides employment lawyers with an introduction to the due diligence process in which they will be involved as advisers to the...

25th Sep

Practice notes

IP issues to consider in share purchase contracts

This Practice Note focuses on the intellectual property (IP) rights aspects of share purchase transactions, alongside some more general issues that...

25th Sep

Practice notes

Competition law and corporate transactions

There are generally three principal categories of provisions in the transaction agreement (eg sale and purchase agreement) that will need to be...

25th Sep

Practice notes

A practical guide to exchange and completion—share and asset purchases

Private M&A transactions, whether they be for the sale and purchase of a company or a business, are concluded by way of an exchange (or signing) of...

25th Sep

Practice notes

Share sales—pensions indemnities

An indemnity may be defined as a contractual obligation falling upon one contracting party (the indemnifier) and owed to another contracting party...

25th Sep

Practice notes

Completion and post-completion phase in share purchase transactions

This Practice Note is part of the Share purchase transaction toolkit.TimingCompletion of the share purchase transaction will take place either...

25th Sep

Practice notes

Transfers of IP in M&A—taxation issues

IP may be transferred in corporate transactions either through the sale of shares in a company holding the IP, or as part of the sale of the trade and...

25th Sep

Practice notes

CRC Initial Phase (Phase 2)—issues in corporate transactions

The CRC Energy Efficiency SchemeThe CRC Energy Efficiency Scheme (CRC Scheme) was a mandatory UK-wide emissions trading scheme in the UK that aimed to...

25th Sep

Practice notes

Warranty and Indemnity (W&I) insurance in private M&A transactions—guide to the key documents

With the significant rise in the use of Warranty and Indemnity (W&I) insurance in private M&A transactions, lawyers are increasingly involved in the...

25th Sep

Practice notes

CRC Energy Efficiency Scheme—an introduction

The CRC Energy Efficiency Scheme (the CRC Scheme) was abolished following the 2018/19 compliance year, in accordance with the announcement made by HM...

25th Sep

Practice notes

Share sales—pensions warranties

THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMESA share sale agreement will typically include warranties given by a seller in...

25th Sep

Practice notes