Preliminary issues

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Practice notes
Protection of minority members—a quick guideA minority member in a company does not have much power to influence its management or any majority...
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19th May
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Practice notes
Demergers—an introduction for corporate lawyersA demerger is a transaction whereby a business carried on by a company within a group is taken out of...
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19th May
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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19th May
Practice notes
Acting in concertProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance...
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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
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
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
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
The unquoted companies regimeThe rules governing annual accounts and reports of unquoted companies are set out in:•Part 15 of the Companies Act 2006...
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19th May
Practice notes
Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains...
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19th May
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May
Q&As
Is it possible to make a manuscript amendment to the consideration clause of a stock transfer form after signature?The correct process to be followed...
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19th May
Practice notes
Unregistered companiesWhat is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered...
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19th May

Most recent Preliminary issues content

Precedents
Irrevocable undertaking—shareholder—scheme of arrangementThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert...
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16th Jul
Precedents
Irrevocable undertaking—director—scheme of arrangementThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert...
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16th Jul
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 16th Jul
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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15th Jul
Practice notes
Prior to an approach—offeree preparationThis Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers...
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15th Jul
Practice notes
Preliminary issues for an offeree to consider following an approachThis Practice Note, produced with input from Rebecca Cousin of Slaughter and May on...
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15th Jul
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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15th Jul
Practice notes
Hostile takeovers and defence tactics—the legal and regulatory restrictionsThis Practice Note, produced with input from Rebecca Cousin of Slaughter...
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15th Jul
Practice notes
Irrevocable commitments and letters of intentThis Practice Note examines the law and practice on giving irrevocable commitments or undertakings or...
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15th Jul
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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15th Jul
Practice notes
Break fees, deal protection measures and other offer-related arrangementsThis Practice Note considers the prohibition on break fees and other deal...
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15th Jul
Practice notes
Prior to a bid—the offerorProduced with input from Rebecca Cousin of Slaughter and May on market practice.BackgroundPublic company takeovers in the UK...
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15th Jul
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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15th Jul
Precedents
Request under Rule 21.3 of the Takeover Code for information supplied to competing bidders[Letterhead of offeror’s financial adviser]The...
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15th Jul
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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15th Jul
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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15th Jul
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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15th Jul
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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15th Jul
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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15th Jul
Practice notes
Disclosure of interests and dealings in shares prior to and during a takeoverBrexit impactThe operation of the UK takeovers regime has been affected...
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15th Jul

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