Preliminary issues

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Practice notes
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...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 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
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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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
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 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
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Preliminary issues content

Q&As
What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?Fairness opinionA ‘fairness...
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18th Aug
Precedents
Irrevocable undertaking—shareholder—takeover offerThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of...
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12th Aug
Precedents
Confidentiality and standstill agreement—public company takeover[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug
Precedents
List of documents—takeover by way of offerReferences to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to...
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12th Aug
Precedents
Heads of terms—public company takeoverStrictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert...
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12th Aug
Precedents
Co-operation agreement (with reverse break fee)—takeoverThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
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12th Aug
Precedents
Board memorandum—offereeMemorandum prepared by [name of Firm]For the directors [and other officers] of[insert company name] plc (the Company)In...
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12th Aug
Precedents
Website disclaimer—takeover offer[Recommended cash offer OR Offer] (Offer) for [Insert name of offeree] (Offeree) by [insert name of offeror]...
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12th Aug
Precedents
Letter of intent—takeover or scheme of arrangementTo: The Directors [insert offeror/offeree's name][insert address][insert date]Dear DirectorsProposed...
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12th Aug
Precedents
Irrevocable undertaking—director—takeover offerThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of...
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12th Aug
Precedents
Section 793 notice—request for information[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of...
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12th Aug
Precedents
Board memorandum—offerorMemorandum prepared by [Name of Firm]For the directors [and other officers] of[insert company name] (the Company)In connection...
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12th Aug
Practice notes
Due diligence and disclosure phase on takeover transactionsTimingThis Practice Note is part of the Corporate toolkit for public company takeovers. For...
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12th Aug
Practice notes
Due diligence on takeoversThis Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of...
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12th Aug
Practice notes
Competition issues on takeover transactionsBrexit impactThe operation of the UK takeover regime has been affected by Brexit. For the purposes of this...
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12th Aug
Practice notes
Stakebuilding, irrevocable commitments and letters of intentStakebuildingThis Practice Note is part of the Corporate toolkit for public company...
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12th Aug
Practice notes
Takeovers—glossary of termsReferences in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
The offer timetable—before 5 July 2021This Practice Note discusses the offer timetable for firm offers announced before 5 July 2021. It covers matters...
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12th Aug
Practice notes
Brexit—UK takeover regimeAt 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified...
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12th Aug
Practice notes
Structuring a takeover—offers vs schemes of arrangementThis Practice Note contrasts and compares the principal features of the two most commonly...
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Produced in partnership with Julian Henwood of Gowling WLG 12th Aug

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