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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 Ancillary documents content

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
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
Precedents
Convertible loan note instrument—private M&A—share purchaseThis Instrument is dated [insert date] 20[insert year]Parties1[Insert name of issuing...
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17th Aug
Precedents
Board minutes—private M&A—share purchase—exchange and completion—buyerCompany number: [insert company number][insert company name] [LIMITED OR...
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12th Aug
Precedents
Put option agreementThis Agreement is made [as a deed] on [insert date]Parties1[insert name of buyer] [incorporated and registered in [insert place of...
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12th Aug
Precedents
Call option agreementThis Agreement is made [as a deed] on [insert date]Parties1[insert name of Buyer] [incorporated and registered in [insert place...
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12th Aug
Precedents
Deed of contribution—private M&A—share purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1The several persons whose names and...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—completion—sellerCompany number: [insert company number] [insert company name] [limited OR plc]Minutes of a...
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12th Aug
Precedents
Put and call option agreementThis Agreement is made [as a deed] on [insert date]Parties1[insert name of buyer] [incorporated and registered in [insert...
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12th Aug
Precedents
Retention deed—private M&A—share purchase—bank as retention agentThis Deed is made on [insert day and month] 20[insert year]Parties1[Insert name of...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—completion—targetCompany number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—exchange and completion—sellerCompany number: [insert company number][insert company name] [limited OR PLC]...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—exchange—buyerCompany number: [insert company number][insert company name] [Limited OR plc]Minutes of a...
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12th Aug
Precedents
Resolution—private M&A—share purchase—approval of acquisition—buyer[Ordinary OR Special] resolution:That the proposed purchase by the Company of...
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12th Aug
Precedents
Retention deed—private M&A—share purchase—solicitors as retention agentThis Deed is made on [insert day and month] 20[insert year]Parties1[Insert name...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—completion—buyerCompany number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a...
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12th Aug
Precedents
Board minutes—private M&A—share purchase—exchange—sellerCompany number: [insert company number] [insert company name] [Limited OR plc]Minutes of a...
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12th Aug
Precedents
Resolution—approving a substantial property transaction between a director, a holding company director or their connected person and the...
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12th Aug
Q&As
Is there a prescribed form of transfer for loan notes akin to that for transferring shares, ie a stock transfer form?In practice, the loan note...
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12th Aug

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