Preliminary documents

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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
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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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
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
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
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
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
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
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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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
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 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

Most recent Preliminary documents content

Precedents
VERIFICATION NOTESfor the information memorandum (the Information Memorandum) prepared by [insert name of the seller] (the Seller) with the assistance...
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9th Apr
Precedents
Strictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO: [Insert name of relevant contact at the...
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9th Apr
Practice notes
Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad...
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8th Apr
Practice notes
When acting on a corporate transaction (transaction) a professional adviser, eg financial adviser, solicitor, accountant etc, will enter into a letter...
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8th Apr
Practice notes
This Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in a company or the acquisition of a...
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8th Apr
Practice notes
The nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs which it may have...
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8th Apr
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.Once the parties have agreed the broad terms of a commercial deal, including the...
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8th 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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8th 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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26th Mar
Precedents
ConfidentialImportant NoticeMemorandum No. [________] provided to [_____________________].This Information Memorandum has been prepared by [insert...
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22nd Mar
Precedents
Strictly private and confidentialTo: [insert buyer name][insert buyer address]Date: [insert date]Dear [insert buyer contact name],Proposed acquisition...
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15th Mar
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in Schedule 1...
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24th Feb
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling corporate shareholder] incorporated in England and...
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24th Feb
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert selling corporate entity] incorporated in England and Wales under...
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24th Feb
Precedents
Strictly private and confidentialTo: [insert buyer name][insert buyer address]Date: [insert date]Dear [insert buyer contact name],Confidentiality...
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24th Feb
Q&As
It is common at the outset of transactions, such as the sale and purchase of a private company, for the parties to agree that they shall exclusively...
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15th Feb

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