Preliminary issues

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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
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
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
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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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
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
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
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
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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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 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

Most recent Preliminary issues content

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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9th Mar
Precedents
[Recommended cash offer OR Offer] (Offer) for [Insert name of offeree] (Offeree) by [insert name of offeror] (Offeror) ACCESS TO THIS AREA OF THE...
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9th Mar
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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9th Mar
Precedents
[Letterhead of offeror’s financial adviser]The Directors[insert name of offeree’s financial adviser][insert address][insert date]Dear DirectorsRule...
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9th Mar
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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9th Mar
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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8th Mar
Practice notes
TimingThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the due diligence process...
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8th Mar
Practice notes
This Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the due diligence process on...
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8th Mar
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preparatory actions a quoted...
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8th Mar
Precedents
Strictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert date]Dear Directors,Proposed...
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8th Mar
Practice notes
This Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of due diligence, its potential...
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8th Mar
Practice notes
The reporting processThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the due...
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8th Mar
Practice notes
Prior to an approach—offeree preparationThis Practice Note is part of the Corporate toolkit for public company takeovers. There are a number of issues...
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8th Mar
Practice notes
This Practice Note is part of the Corporate toolkit for public company takeovers.Once the parties have agreed the broad terms of a commercial deal,...
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8th Mar
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
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
Q&As
Trends in public M&AThe Market Tracker Trend Report provides in-depth analysis of the 90 firm and possible offers announcements made for companies...
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6th Dec
Q&As
See Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure to be followed where...
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6th Dec

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