Preliminary issues

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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 considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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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
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
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
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
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
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
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
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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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
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
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Preliminary issues content

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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18th Feb
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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18th Feb
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, discusses some of the main defensive tactics an...
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18th Feb
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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18th Feb
Practice notes
Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK...
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18th Feb
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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18th Feb
Precedents
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of offeror’s financial adviser] (the Adviser)[insert...
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18th Feb
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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18th Feb
Precedents
Strictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert date]Dear Directors,Proposed...
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18th Feb
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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18th Feb
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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18th Feb
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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18th Feb
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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18th Feb
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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14th Feb
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 14th Feb
Practice notes
In recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of...
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14th 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
Practice notes
At 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the...
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1st Feb
Practice notes
This Practice Note discusses the various stages of a public company takeover offer in the light of the detailed timetable requirements prescribed by...
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27th Jan

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