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Latest Corporate News

Corporate weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—15 April 2021

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

R v Hawkins, Dixon & MPM North West Ltd—aspects of gross negligence manslaughter

The following Corporate Crime news provides comprehensive and up to date legal information on R v Hawkins, Dixon & MPM North West Ltd—aspects of gross negligence manslaughter

Featured Corporate content

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

Shareholder resolutions

The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

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

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

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

Private equity investment—ratchets

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...

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

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Demergers—an introduction for corporate lawyers

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...

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

Sub-division and consolidation of shares

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

9th Nov

Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

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...

9th Nov

Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

9th Nov

In-house

Practice notes

Corporate representatives

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...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Due diligence and disclosure content

Practice notes

Employment due diligence—share and asset purchases

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

9th Apr

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...

9th Apr

Precedents

Legal due diligence further information request—private M&A—share purchase

Dated [insert date]IntroductionThis is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence...

9th Apr

Precedents

Legal due diligence commercial contract review template—private M&A—share purchase

Project [Insert project name] commercial contract reviewDocument name:Data room reference:Reviewed by:Review date:Follow up instructions comments...

9th Apr

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 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...

9th Apr

Brexit

Practice notes

Data rooms—share and asset purchases

This Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the differences between a physical data room (a...

8th Apr

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...

8th Apr

Practice notes

Preparing for the due diligence process in share purchase transactions

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...

8th Apr

Practice notes

Disclosure—share and asset purchases

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...

8th Apr

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...

8th Apr

Brexit

Practice notes

Disclosure process in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.The disclosure process involves the preparation of the disclosure letter by the...

8th Apr

Practice notes

Due diligence—share and asset purchases

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...

8th Apr

In-house

Practice notes

Coronavirus (COVID-19)—impact on private M&A transactions

Factors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal...

8th Apr

COVID-19

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...

8th Apr

Brexit

Practice notes

Due diligence and disclosure phase in share purchase transactions

This Practice Note is part of the Share purchase transaction toolkit.TimingDue diligence will normally be carried out after the parties have signed...

8th Apr

Precedents