Private M&A (share purchase)

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Market Tracker daily deal round-up

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Corporate weekly highlights—6 February 2020

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Corporate weekly highlights—11 April 2019

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Market Tracker trend report—voting results—the AGM season 2020

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Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Registration of company charges

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...

Declaration of a director's interests—the statutory provisions

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...

Practice notes

The Duomatic principle

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...

Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan

Practice notes

Intention to float announcements in Main Market and AIM IPOs

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...

Produced in partnership with Louise Wolfson. 12th Jan

Practice notes

Company restoration—restoration by court order

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...

9th Nov

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan

Practice notes

A guide to cash box placings

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...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Joint shareholders

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...

9th Nov

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...

9th Nov

In-house

Practice notes

Removal of a company secretary

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...

9th Nov

Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

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...

9th Nov

Practice notes

Redenomination of share capital

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

9th Nov

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Most recent Private M&A (share purchase) content

Practice notes

Introduction to the EU GDPR and UK GDPR

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...

26th Jan

In-house

Practice notes

A 'concentration' with an EU dimension

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...

25th Jan

Practice notes

The EU merger investigation process

If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...

25th Jan

Practice notes

Brexit—impact on private M&A transactions [Archived]

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...

25th Jan

Brexit

Q&As

What do corporate lawyers need to do in order to deal with competition clearances/competition conditions (CPs) in share purchase, asset purchase and joint venture transactions with a UK nexus after the end of the Brexit implementation period?

The UK exited the EU on 31 January 2020. By virtue of the Brexit transition period in the Withdrawal Agreement (referred to in the UK as the...

25th Jan

Brexit

Precedents

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...

25th Jan

Precedents

Share purchase agreement—pro-buyer—individual sellers—short form

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...

25th Jan

Precedents

Disclosure letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

25th Jan

Practice notes

Conducting a legal due diligence review in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.Conducting legal due diligence will involve reviewing documents made available by...

25th Jan

Practice notes

Brexit—IP completion day impact on private M&A sale and purchase agreements

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...

25th Jan

Brexit

Precedents

Share purchase agreement—pro-seller—short form

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...

25th Jan

Practice notes

General legal issues to consider in share purchase transactions

This Practice Note is part of the Share purchase transaction toolkit.As well as deciding whether the transaction should be structured as a share...

25th Jan

Practice notes

Data protection principles under the DPA 1998 [Archived]

ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data...

Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 25th Jan

Precedents

Share purchase agreement—auction sale

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...

22nd Jan

Precedents

Share purchase agreement—cross-border

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...

21st Jan

Precedents

Share purchase agreement—intra-group reorganisation

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...

21st Jan

Precedents

Share purchase agreement—super short form

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...

21st Jan

Practice notes

The UK merger investigation process

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...

21st Jan

Practice notes