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...
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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...
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
Form of Instruction—general offerThis form is important and requires your immediate attentionIf you are in any doubt about the Offer, the contents of...
Rule 15 letter—general offerTHIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the action you...
Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...
Offer document—further terms of the Offer (Appendix 1, Parts B, C and D)Part BBrexit impact: The operation of the UK takeover regime has been affected...
Rule 17.1 (extension of offer) announcementChanges to the CodeIn March 2021 the Takeover Panel confirmed that it was proceeding with amendments to the...
Board minutes—takeover—response to offer document—offeree[insert name of offeror][PLC OR Limited]Minutes of a meeting of [a committee of] the board of...
Publication of offer document announcementNot for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from...
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...
Board minutes—takeover—approving offer documentation—offeree[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board...
Board minutes—takeover—settlement of offer consideration—offeror[insert name of offeror] [PLC OR LIMITED]Minutes of a meeting of [a committee of] the...
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