Preliminary issues

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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
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 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
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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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
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
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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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
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
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
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
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9th Nov
Practice notes
This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...
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9th Nov

Most recent Preliminary issues content

Practice notes
This Practice Note discusses the offer timetable for firm offers announced before 5 July 2021. It covers matters such as the 28-day ‘put up or shut...
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29th Apr
Practice notes
TimingThis Practice Note is part of the Corporate toolkit for public company takeovers. Public company takeovers in the UK are highly regulated...
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29th Apr
Precedents
References to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to the Companies Act 2006.No.Document...
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27th Apr
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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27th Apr
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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27th Apr
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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27th Apr
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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27th Apr
Precedents
Strictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert date]Dear Directors,Proposed...
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27th Apr
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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27th Apr
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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27th Apr
Practice notes
This Practice Note discusses the offer timetable that applies to firm offers announced on or after 5 July 2021. It covers matters such as the 28-day...
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27th Apr
Precedents
[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe Directors[insert offeree name] plc[insert offeree address]Date: [insert...
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Produced in partnership with Julian Henwood of Gowling WLG 9th Apr
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of offeror] incorporated in [England and Wales] under number...
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9th Apr
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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9th Apr
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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8th Apr
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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8th Apr
Practice notes
This Practice Note considers the general prohibition on break fees and other deal protection measures (or ‘offer-related arrangements’) introduced in...
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8th Apr
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 8th Apr
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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8th Apr
Practice notes
Offer vs schemeThis Practice Note is part of the Corporate toolkit for public company takeovers. There are two primary methods of implementing a...
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8th Apr

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