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Practice notes
What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
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,...
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9th Nov
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
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...
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Produced in partnership with Louise Wolfson. 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
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
Practice notes
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...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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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
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
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
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 General issues content

Practice notes
If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...
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14th Apr
Practice notes
The National Security and Investment Bill (NSI Bill) seeks to introduce a mandatory foreign direct investment (FDI) notification regime in the UK for...
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14th Apr
Practice notes
The National Security and Investment Bill seeks to introduce a mandatory foreign direct investment notification regime (NSI regime) in the UK for...
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14th Apr
Practice notes
Business asset disposal relief (BADR), which was called entrepreneurs' relief for tax years prior to 2020–21, is a capital gains tax (CGT) relief that...
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Produced in partnership with Satwaki Chanda 12th Apr
Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between the EEA and UK, equivalent EEA data...
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12th Apr
Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between the EEA and UK, equivalent EEA data...
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Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 12th Apr
Practice notes
The CRC Energy Efficiency SchemeThe CRC Energy Efficiency Scheme (CRC Scheme) was a mandatory UK-wide emissions trading scheme in the UK that aimed to...
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Produced in partnership with Angus Evers of Shoosmiths 9th Apr
Practice notes
STOP PRESS: On 11 February 2021 the Pension Schemes Bill received Royal Assent becoming the Pension Schemes Act 2021 (PSA 2021).  Among other things,...
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9th Apr
Practice notes
STOP PRESS: On 11 February 2021, the Pension Schemes Bill received Royal Assent, becoming the Pension Schemes Act 2021 (PSA 2021). Among other things,...
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9th Apr
Practice notes
Significance of the target company's share incentive arrangements in the event of a transactionA potential purchaser will typically wish to avoid...
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9th Apr
Practice notes
The substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain share disposals by companies. The...
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9th Apr
Practice notes
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: The government is asking for views on the principles and design...
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9th Apr
Practice notes
Deal makers may look to insurance to manage a variety of risks inherent in transactions. In many situations, tax risk can be managed or eliminated in...
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Produced in partnership with Mary Duffy of AIG 9th Apr
Practice notes
Coronavirus (COVID-19) impact on stamp duty process: During the coronavirus outbreak, the Stamp Office is temporarily only accepting electronic...
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9th Apr
Practice notes
The sale of a company's business can be structured as either:•a sale of assets owned by the company (an asset sale), or•a sale of shares in the...
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9th Apr
Practice notes
Despite economies around the world receiving unprecedented governmental support in this challenging period, the financial repercussions of the...
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9th Apr
Practice notes
Warranty and Indemnity (W&I) insurance is an established risk transfer tool in private M&A transactions.For further information on the nature and use...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr
Practice notes
With the significant rise in the use of Warranty and Indemnity (W&I) insurance in private M&A transactions, lawyers are increasingly involved in the...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr
Practice notes
IP may be transferred in corporate transactions either through the sale of shares in a company holding the IP, or as part of the sale of the trade and...
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Produced in partnership with Anne Fairpo of Temple Tax Chambers 9th Apr
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

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