A range of precedents including 15 versions of the share purchase agreement. They’re supported with a suite of additional clauses to cover off different transaction structures.
Guidance with key actions for shares you’ve issued or allotted to stakeholders. Practice Notes and Q&As take you through procedures needed by statute, analyse developments in case law, and tackle tricky technical points.
Weekly highlights newsletter feature the latest key news stories by topic. It’s supplemented by a horizon-scanning document, looking at key developments affecting corporate lawyers in the months ahead.
One day you might be advising an entrepreneur on a new start up. Another you’re facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
The Joint Committee on Statutory Instruments (JCSI) has published its thirty-fourth report of session 2024–26. Two instruments were drawn to the...
This week's edition of Corporate weekly highlights includes: the FCA’s publication of (i) a quarterly consultation paper relating to matters including...
The Financial Conduct Authority (FCA) has published quarterly consultation paper No. 49 (CP25/24), proposing Handbook changes across nine areas. These...
The Financial Conduct Authority (FCA) has published the September 2025 issue of Market Watch, its newsletter on market abuse risks and related systems...
This week's edition of Corporate weekly highlights includes: analysis of the failure to prevent fraud offence under the Economic Crime and Corporate...
Assimilated law and retained EU law—quick guideAssimilated law and retained EU law are concepts introduced by the European Union (Withdrawal) Act 2018...
Retained EU law and assimilated lawThis Practice Note provides an overview of retained EU law as it applied from 2021–23, including the key...
Employee benefit trusts and corporate transactionsEmployee benefit trusts (EBTs) are a type of discretionary trust which is primarily established to...
Takeover Code—Rule 19—InformationThis Resource Note outlines the main provisions of Rule 19 of The City Code on Takeovers and Mergers (Code) and...
Family officesThe term ‘family office’ embraces a huge range of situations. As such, there is no single accepted definition. However, the Family Firm...
Placing letter—AIM[ON THE LETTERHEAD OF THE PLACING AGENT]Application has been made for the whole of the issued and to be issued ordinary share...
Board minutes—private M&A—share purchase—exchange and completion—sellerCompany number: [insert company number][insert company name] [limited OR PLC]...
Executive service agreement (short form)This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered...
Environment, Health and Safety (EHS) due diligence questionnaire (DDQ)—share purchaseEnvironment Health and SafetyPlease provide the following:1Copies...
Environment Health and Safety due diligence questionnaire (DDQ)—asset purchaseEnvironment Health & SafetyPlease provide the following:1Copies of all...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Allotment and issue of shares—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
Private companies limited by sharesThis Practice Note summarises the main features of a private company limited by shares. It also covers key...
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
Companies often require several rounds of funding. If a equity'>private equity firm has invested in a particular company in the past, and then provides additional funding at a later stage, this is known as ‘follow-on funding’.
The rules governing annual accounts and reports of quoted public companies and unquoted companies (whether public or private but not classified as either a small company or medium-sized company) as set out in: —CA 2006, Pt 15, and —the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) In addition to the CA 2006 requirements in relation to accounts and reports, a quoted company may also be subject to continuing obligations with respect to financial reporting imposed by the Financial Conduct Authority and contained in: —the Disclosure Guidance and Transparency Rules (DTR), and —the Listing Rules (LR)
Whilst many of the key features of all companies limited by shares are similar (separate legal personality, limited liability, etc), the public limited company is distinguished by (1) a minimum issued share capital of not less than £50,000 (CA 2006, s 763(1)), (2) a rule that not less than a quarter of the nominal value and the whole of any premium payable on shares issued by a PLC must be paid up on allotment (CA 2006, s 586), and (3) the fundamental fact that shares may be offered to the public. A public limited company must have at least two directors (CA 2006, s 154(2)), and a company secretary (CA 2006, s 271). The name of a public company must include the words 'public limited company' or 'plc' (or the Welsh equivalents) (CA 2006, s 58).