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Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
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
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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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
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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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
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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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
Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Due diligence and disclosure content

Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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9th Apr
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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9th Apr
Precedents
Dated [insert date]IntroductionThis is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence...
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9th Apr
Precedents
Project [Insert project name] commercial contract reviewDocument name:Data room reference:Reviewed by:Review date:Follow up instructions comments...
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9th Apr
Q&As
Important note: The Retained Regulation (EU) 2016/679 (UK GDPR) regime described in this Q&A is the regime which is expected to apply once the...
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9th Apr
Practice notes
This Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the differences between a physical data room (a...
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8th Apr
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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8th Apr
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.Both the buyer and seller will need to make preparations for the conduct of due...
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8th Apr
Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is carried out by a seller in connection with...
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8th Apr
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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8th Apr
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.The disclosure process involves the preparation of the disclosure letter by the...
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8th Apr
Practice notes
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...
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8th Apr
Practice notes
Factors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal...
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8th Apr
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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8th Apr
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.TimingDue diligence will normally be carried out after the parties have signed...
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8th Apr
Precedents
Project [insert name]: Virtual data room rulesThese rules (Rules) regulate the manner in which [insert name of the seller] (the Seller) grants...
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24th Mar
Precedents
Project [insert name]: Data room rulesThese rules (Rules) regulate the manner in which [insert name of the seller] (the Seller) grants potential...
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24th Mar
Precedents
Dated [insert date] IntroductionThis legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the...
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18th Mar
Precedents
Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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15th Mar
Practice notes
Purchasers and vendors consider a range of issues when undertaking due diligence during a commercial transaction for acquisition or sale of a...
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Produced in partnership with RSK 9th Mar

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