Preliminary issues

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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
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
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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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
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
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
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
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 issues content

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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18th Feb
Practice notes
StakebuildingThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the issues...
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18th Feb
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preliminary issues an offeree will...
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18th Feb
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, discusses some of the main defensive tactics an...
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18th Feb
Practice notes
Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For the purposes of this note, the principal change relates to the...
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18th Feb
Practice notes
Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK...
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18th Feb
Precedents
Memorandum prepared by [Name of Firm]For the directors [and other officers] of[insert company name] (the Company)In connection with a [possible]...
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18th Feb
Precedents
Strictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert date]Dear Directors,Proposed...
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18th Feb
Precedents
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of financial adviser] (the Adviser)[insert...
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18th Feb
Precedents
Memorandum prepared by [name of Firm]For the directors [and other officers] of[insert company name] plc (the Company)In connection with a [possible]...
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18th Feb
Precedents
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of financial adviser] (the Adviser)[insert...
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18th Feb
Precedents
To: The Directors [insert offeror/offeree's name][insert address][insert date]Dear DirectorsProposed acquisition of [name of offeree] ([Offeree]) by...
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18th Feb
Practice notes
References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code) and references to the...
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18th Feb
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.BackgroundPublic company takeovers in the UK are highly regulated...
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18th Feb
Q&As
The Companies Act 2006 (CA 2006) contains provisions enabling an offeror, following a takeover offer, to acquire shares in the target company held by...
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15th Feb
Precedents
[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of company][Insert name of recipient and/or job...
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14th Feb
Practice notes
This Practice Note contrasts and compares the principal features of the two most commonly utilised transaction structures for the acquisition of a UK...
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Produced in partnership with Julian Henwood of Gowling WLG 14th Feb
Q&As
Fairness opinionA ‘fairness opinion’ is usually understood as meaning a professional opinion provided by an investment bank or other adviser as to...
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11th Feb
Practice notes
At 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the...
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1st Feb

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