Preliminary documents

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Practice notes
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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19th May
Practice notes
A guide to cash box placingsThis Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 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
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Precedents
Clause 1.1 —Add the following definition: PIK Notes means Payment in Kind Notes; [Loan note...
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19th May
Practice notes
Returning capital to shareholders—B share schemesWhat is a B share scheme and why is it used?A B share scheme is one method used by UK companies to...
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Produced in partnership with Glafkos Tombolis 19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
Equity warrants—private companyThis Practice Note provides an overview of equity warrants in the context of private company investment. Listed equity...
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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
Practice notes
The unquoted companies regimeThe rules governing annual accounts and reports of unquoted companies are set out in:•Part 15 of the Companies Act 2006...
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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
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
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Precedents
The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May

Most recent Preliminary documents content

Precedents
Clean team agreementThis AGREEMENT is made the [insert date] day of [insert month] [insert year]Parties1[Party 1] a company incorporated in [England...
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22nd Jul
Precedents
Confidentiality letter—private M&A—share purchase—corporate sellerStrictly private and confidentialTo: [insert buyer name][insert buyer address]Date:...
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22nd Jul
Precedents
Heads of terms—private M&A—share purchaseStrictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO:...
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21st Jul
Precedents
Exclusivity letter—private M&A—share purchaseStrictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO:...
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19th Jul
Practice notes
Letters of engagement—corporate transactionsWhen acting on a corporate transaction (transaction) a professional adviser, eg financial adviser,...
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7th Jul
Practice notes
Exclusivity—share and asset purchasesThis Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in...
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7th Jul
Precedents
Confidentiality agreement—private M&A—share purchase—corporate seller—short formThis Agreement is made on [insert day and month] 20[insert...
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1st Jul
Precedents
Confidentiality agreement—private M&A—share purchase—individual sellers—long formThis Agreement is made on [insert day and month] 20[insert...
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1st Jul
Precedents
Confidentiality letter—private M&A—share purchase—individual sellersStrictly private and confidentialTo: [insert buyer name][insert buyer...
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1st Jul
Precedents
Confidentiality agreement—private M&A—share purchase—auction saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[insert...
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1st Jul
Q&As
Would a clause containing a negative obligation not to withdraw from negotiations be enforceable, or would it be construed as an unenforceable...
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5th Jun
Precedents
Information MemorandumConfidentialImportant NoticeMemorandum No. [________] provided to [_____________________].This Information Memorandum has been...
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5th Jun
Practice notes
Confidentiality—share purchaseThe following provides an overview of confidentiality agreements in the context of the acquisition of shares in a...
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5th Jun
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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5th Jun
Precedents
Information memorandum verification notes—private M&AVERIFICATION NOTESfor the information memorandum (the Information Memorandum) prepared by [insert...
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5th Jun
Practice notes
Drafting and negotiating preliminary documents in share purchase transactionsThis Practice Note is part of the Share purchase transaction toolkit.Once...
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5th Jun
Practice notes
Heads of terms—share and asset purchasesHeads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding)...
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5th Jun

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