Private M&A (share purchase)

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Practice notes
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...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
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
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
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
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
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 12th Jan
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
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
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...
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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
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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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
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
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
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov

Most recent Private M&A (share purchase) content

Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. This Practice Note introduces:•the General Data Protection Regulation, Regulation...
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26th Jan
Practice notes
A ‘merger’ may fall within the EU merger rules and require notification to the European Commission if at least two parties to the transaction generate...
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25th Jan
Practice notes
If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...
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25th Jan
Practice notes
ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior to 11pm (GMT) on 31 December 2020 (IP completion...
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25th Jan
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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25th Jan
Precedents
this agreement is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in Schedule 1...
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25th Jan
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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25th Jan
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.Conducting legal due diligence will involve reviewing documents made available by...
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25th Jan
Practice notes
At 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between...
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25th Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
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25th Jan
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.As well as deciding whether the transaction should be structured as a share...
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25th Jan
Practice notes
ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data...
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Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 25th Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
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22nd Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
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21st Jan
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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21st Jan
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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21st Jan
Practice notes
The UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules, there is no requirement to seek...
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21st Jan
Practice notes
The merger control rules of the UK are contained in the Enterprise Act 2002, as amended. Under the UK merger control rules, the Competition and...
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21st Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in Schedule 1...
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20th Jan

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