Due diligence and disclosure

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Practice notes
Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
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19th May
Practice notes
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
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19th May
Practice notes
AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactionsThis Resource Note outlines the main provisions of Rules 12,...
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19th May
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Practice notes
The Quoted Companies Alliance (QCA) Corporate Governance CodeThe Quoted Companies Alliance (QCA) is an independent membership organisation that...
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19th May
Practice notes
Demergers—an introduction for corporate lawyersA demerger is a transaction whereby a business carried on by a company within a group is taken out of...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules trackerLast updated March 2021Tracker overviewThis Disclosure Guidance and Transparency Rules (DTR) tracker...
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19th May
Practice notes
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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19th May
Practice notes
Continuing obligations—vote holder and issuer notification rules (DTR 5)This Practice Note focuses on the notification obligations of holders of...
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19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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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
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
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
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May
Precedents
Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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19th May

Most recent Due diligence and disclosure content

Q&As
What are the standards of disclosure seen in a share purchase agreement and asset purchase agreement?A disclosure exercise will be carried out by the...
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1st Aug
Practice notes
Pensions due diligence in share sales—an introductionTHIS PRACTICE NOTE APPLIES TO ALL PRIVATE SECTOR PENSION SCHEMESIn a share sale, the buyer...
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31st Jul
Q&As
What is the essential due diligence to be carried out when purchasing a company which is operating a hotel?We have assumed that this Q&A relates to...
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31st Jul
Q&As
What changes will need to be made to the data protection provisions in corporate precedents at the end of the Brexit implementation period?Important...
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31st Jul
Practice notes
Corporate transactions—the role of the environmental consultant (issues on acquisitions and sales)Purchasers and vendors consider a range of issues...
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Produced in partnership with RSK 31st Jul
Practice notes
Employment due diligence—share and asset purchasesThis Practice Note provides employment lawyers with an introduction to the due diligence process in...
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30th Jul
Practice notes
Environmental due diligence—share purchaseThe purpose of environmental due diligenceFor general information on share purchase, see Practice Notes: Due...
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30th Jul
Precedents
Data room rules—private M&A—share purchase—virtual data roomProject [insert name]: Virtual data room rulesThese rules (Rules) regulate the manner in...
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30th Jul
Practice notes
Due diligence and disclosure phase in share purchase transactionsThis Practice Note is part of the Share purchase transaction toolkit.TimingDue...
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30th Jul
Precedents
Legal due diligence questionnaire—private M&A—share purchaseDated [insert date] IntroductionThis legal due diligence questionnaire relates to the...
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30th Jul
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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30th Jul
Precedents
Data room rules—private M&A—share purchase—physical data roomProject [insert name]: Data room rulesThese rules (Rules) regulate the manner in which...
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30th Jul
Practice notes
Disclosure—share and asset purchasesThis Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is...
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30th Jul
Precedents
Legal due diligence further information request—private M&A—share purchaseDated [insert date]IntroductionThis is a further information request...
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30th Jul
Precedents
Legal due diligence commercial contract review template—private M&A—share purchaseProject [Insert project name] commercial contract reviewDocument...
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30th Jul
Precedents
Disclosure letter—private M&A—share purchase[TO BE PRINTED ON THE Headed notepaper of the seller]For the attention of [insert buyer contact...
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30th Jul
Practice notes
Conducting a legal due diligence review in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.Conducting...
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30th Jul
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...
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30th Jul
Practice notes
Disclosure process in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.The disclosure process involves...
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30th Jul
Practice notes
Reporting on the findings of the due diligence review in a share purchase transactionThis Practice Note is part of the Share purchase transaction...
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30th Jul

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