Private M&A (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 Private M&A (share purchase) content

Precedents
Stamp duty adjudication letterHMRC—Stamp Office[Insert HMRC Stamp Office email address][Insert date]Dear [insert organisation name]Purchase of shares...
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24th Sep
Precedents
Legal due diligence report—private M&A—share purchaseProject [insert project name]Prepared for [Insert addressee name][Insert date of...
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23rd Sep
Precedents
Cross-option agreementThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of shareholder] of [insert address];...
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23rd Sep
Precedents
Loan note instrument—private M&A—share purchaseThis Instrument is dated [insert date] 20[insert year]Parties1[Insert name of issuing company]...
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22nd Sep
Practice notes
LR Resource Note—LR 11—Related party transactions: Premium listingThis Resource Note highlights relevant commentary, analysis and resources to assist...
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21st Sep
Practice notes
Starting an SPA breach of warranty claim—a practical guideThis Practice Note considers how to pursue a breach of warranty claim in the context of...
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20th Sep
Practice notes
Key definitions under data protection lawOn 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between...
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17th Sep
Q&As
Is a buyer subject to a duty to mitigate loss where a seller gives warranties on an indemnity basis in a share purchase agreement?An indemnity is a...
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13th Sep
Precedents
Share purchase agreement—pro-buyer—individual sellers—conditional—long formThis Agreement is made on [insert day and month] 20[insert year]Parties1The...
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9th Sep
Precedents
Share purchase agreement—pro-buyer—corporate seller—unconditional—long formThis Agreement is made on [insert day and month] 20[insert...
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9th Sep
Precedents
Share purchase agreement—pro-buyer—individual sellers—unconditional—long formThis Agreement is made on [insert day and month] 20[insert...
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9th Sep
Precedents
Confidentiality agreement—private M&A—share purchase—individual sellers—long formThis Agreement is made on [insert day and month] 20[insert...
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9th Sep
Precedents
Confidentiality agreement—private M&A—share purchase—auction saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[insert...
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9th Sep
Precedents
Share purchase agreement—pro-buyer—individual sellers—short formthis agreement is made on [insert day and month] 20[insert year]Parties1The several...
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9th Sep
Precedents
Share purchase agreement—pro-buyer—corporate seller—conditional—long formThis Agreement is made on [insert day and month] 20[insert...
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9th Sep
Precedents
Share purchase agreement—pro-buyer—short formThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate...
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9th Sep
Precedents
Share purchase agreement—pro-seller—short formThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling...
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9th Sep
Precedents
Guarantee and indemnity—seller obligations—private M&A—share purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1[insert name...
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9th Sep
Practice notes
The financial promotion regime—essentialsWhat is the financial promotion regime?The term ‘financial promotion’ is not used in the Financial Services...
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8th Sep
Practice notes
National Security and Investment Act—progress trackerThe National Security and Investment Act 2021 (NSI Act) seeks to introduce a mandatory foreign...
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7th Sep

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