Terms and conduct of a scheme

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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 Terms and conduct of a scheme content

Practice notes
National Security and Investment regime—market practice trackerThe National Security and Investment Act 2021 introduces a mandatory foreign direct...
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27th Aug
Q&As
What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?Fairness opinionA ‘fairness...
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18th Aug
Practice notes
Share incentives in quoted companies—takeovers by way of an offerWhat are the offeror's obligations in relation to the target company's share plan...
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15th Aug
Practice notes
Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...
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15th Aug
Precedents
List of documents—takeover by way of scheme of arrangementExcept as noted, all documents will be in the list of documents for both offeror and...
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12th Aug
Precedents
Scheme document—offeree chair’s letterLetter from the chair of [Insert name of offeree company] plc(incorporated in [England and Wales] with...
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12th Aug
Precedents
Announcement of court sanction of scheme of arrangement—takeoverNot for release, publication or distribution (in whole or in part, directly or...
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12th Aug
Precedents
Board minutes—takeover—approving offer documentation—offeree[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board...
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12th Aug
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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12th Aug
Precedents
Irrevocable undertaking—shareholder—scheme of arrangementThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert...
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12th Aug
Precedents
Conditions and further terms to scheme of arrangementBrexit impact: The operation of the UK takeover regime has been affected by Brexit. For the...
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12th Aug
Precedents
Scheme document—definitionsDEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the...
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12th Aug
Precedents
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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12th Aug
Precedents
Scheme document—additional informationPART [Seven]ADDITIONAL INFORMATION1Responsibility1.1The [Offeree] Directors whose names are set out in paragraph...
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12th Aug
Precedents
Scheme document—front end and skeleton frameworkThis document is important and requires your immediate attention. It contains a proposal which, if...
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12th Aug
Precedents
Board minutes—takeover—approving offer documentation—offeror[insert company name][LIMITED OR PLC]Minutes of a meeting of [a committee of] the board of...
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12th Aug
Precedents
Director’s power of attorney1By this power of attorney made on [insert date] I, [insert name of director] of [insert address of director], being a...
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12th Aug
Precedents
Director’s responsibility letter—offeror directorsTo: [name of offeror] (the Company) and its other directors[name of financial adviser] (the...
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12th Aug
Precedents
Scheme document—scheme of arrangementIN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)No. [This...
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12th Aug
Precedents
Loan note instrument—takeover—loan note alternativeThis Loan Note Instrument is made on [insert day and month] 20[insert year]by1[insert name of...
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12th Aug

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