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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 Takeover Code resources content

Practice notes
Takeover Code—Rule 10—The acceptance conditionThis Resource Note outlines the main provisions of Rule 10 of The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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12th Aug
Practice notes
Takeover Code—Rule 33—Alternative offersThis Resource Note outlines the main provisions of Rule 33 of The City Code on Takeovers and Mergers (Code),...
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12th Aug
Practice notes
Takeover Code—Rule 9—The mandatory offer and its termsThis Resource Note outlines the main provisions of Rule 9 of The City Code on Takeovers and...
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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
Takeover Code—Rule 23—General obligations as to informationThis Resource Note outlines the main provisions of Rule 23 of The City Code on Takeovers...
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12th Aug
Practice notes
Takeover Code—Irrevocable commitmentsThis Resource Note considers the treatment of irrevocable commitments in The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
Takeover Code—Rule 4—Restrictions on dealingsThis Resource Note outlines the main provisions of Rule 4 of The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
Takeover Code—Rule 6—Acquisitions resulting in an obligation to offer a minimum level of considerationThis Resource Note outlines the main provisions...
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12th Aug
Practice notes
Takeover Code—Rule 2—Secrecy before announcements; the timing and contents of announcementsThis Resource Note outlines the main provisions of Rule 2...
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12th Aug
Practice notes
Takeover Code—Rule 19—InformationThis Resource Note outlines the main provisions of Rule 19 of The City Code on Takeovers and Mergers (Code) and...
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12th Aug
Practice notes
Takeover Code—Rule 5—Timing restrictions on acquisitionsThis Resource Note outlines the main provisions of Rule 5 of The City Code on Takeovers and...
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12th Aug
Practice notes
Takeover Code—Rule 31—Offer timetable and revision (from 5 July 2021)This Resource Note outlines the main provisions of the version of Rule 31 of The...
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12th Aug
Practice notes
Takeover Code—Rule 30—Distribution of documentation during an offerThis Resource Note outlines the main provisions of Rule 30 of The City Code on...
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12th Aug
Practice notes
Takeover Code—Rule 12—The CMA and the European Commission (voluntary offers) (before 5 July 2021)This Resource Note outlines the main provisions of...
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12th Aug
Practice notes
Takeover Code—Appendix 5—Tender offersThis Resource Note outlines the main provisions of Appendix 5 to The City Code on Takeovers and Mergers (Code),...
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12th Aug
Practice notes
Takeover Code—Rule 27—Material changes and subsequent documentsThis Resource Note outlines the main provisions of Rule 27 of The City Code on...
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12th Aug
Practice notes
Takeover Code—Rule 32—RevisionThis Resource Note outlines the main provisions of Rule 32 of The City Code on Takeovers and Mergers (Code), which deals...
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12th Aug
Practice notes
Takeover Code—Rule 25—Offeree board circularsThis Resource Note outlines the main provisions of Rule 25 of The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
Schemes of arrangement—application of the Takeover CodeThe City Code on Takeovers and Mergers (Code) was originally drafted without specific reference...
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12th Aug

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