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.
This week's edition of Corporate weekly highlights includes: FRC introduces a revised approach to audit supervision, Gardner Aerospace Holdings Ltd...
The Financial Reporting Council (FRC) has launched a re-consultation on proposed revisions to International Standard on Auditing (ISA) (UK) 250 and...
The Department for Business and Trade (DBT) has launched a consultation on the design of a UK corporate re-domiciliation regime, seeking views on a...
The Financial Reporting Council (FRC) has announced a revised approach to audit supervision, intended to support a high quality, resilient and trusted...
A round-up of the latest trading standards prosecutions, including the jailing of a care company owner for fraud by abuse of position involving...
This Practice Note is about the tax implications of a statutory demerger.It is possible to carry out a demerger by a company (the target company)...
The reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are described in Practice Notes:...
Some company acquisitions that involve a corporate buyer will be structured so that the consideration payable is the issue of new shares and/or loan...
This Practice Note is about the tax implications of liquidation demergers, also known as section 110 demergers, after section 110 of the Insolvency...
ARCHIVED: This archived Practice Note is not maintained and is for background information only.What is the background to the changes?The coronavirus...
The Directors[insert target company name] (the Company)[insert target company registered office address][insert day and month] 20[insert year]Dear...
Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...
The Companies Act 2006Private Company Limited by SharesArticles of associationof[INSERT NAME] LimitedPart 1, interpretation and limitation of...
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-seller—corporate seller—conditional—long...
Index to the articlesPart 1Interpretation and limitation of liability1Defined terms2Liability of membersPart 2DirectorsDirectors' powers and...
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...
A preliminary offering document or draft prospectus which is used to assess the level of demand from potential investors for the shares on offer. The pathfinder prospectus is an almost final version of the prospectus and normally contains an indicative price range within which the final offer price will be set.
An offeror (or potential offeror) other than a cash offeror.
The situation where sufficient irrevocable undertakings have been given to enable the offer to be declared unconditional as to acceptances from the outset.