Terms and conduct of a scheme

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Latest Corporate News

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

UK joins US in implementing a global anti-corruption sanctions regime

The following Banking & Finance news provides comprehensive and up to date legal information on UK joins US in implementing a global anti-corruption sanctions regime

Corporate weekly highlights—6 May 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—6 May 2021

New UK FDI screening regime approved

The following Competition news provides comprehensive and up to date legal information on New UK FDI screening regime approved

Featured Corporate content

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

Corporate representatives

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...

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

Practice notes

Demergers—an introduction for corporate lawyers

A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...

9th Nov

Practice notes

Irrevocable commitments and letters of intent

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

Practice notes

Joint shareholders

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...

9th Nov

Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Practice notes

Company restoration—restoration by court order

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...

9th Nov

Practice notes

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

9th Nov

Practice notes

A guide to share purchase agreements

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...

9th Nov

Practice notes

Comfort letters in a US IPO

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

9th Nov

In-house

Practice notes

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

9th Nov

In-house

Most recent Terms and conduct of a scheme content

Precedents

Conditions and further terms to scheme of arrangement

Brexit impact: The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Precedent, the principal change is that...

7th May

Practice notes

National Security and Investment regime—market practice tracker

The National Security and Investment Act 2021 introduces a mandatory foreign direct investment (FDI) notification regime in the UK for transactions in...

7th May

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 directors of [insert full name of company] (the...

30th Apr

Precedents

Board minutes—takeover—approving offer documentation—offeree

[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board of directors of [insert full name of offeree] (the...

30th Apr

Precedents

Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror

[insert company name][LIMITED OR PLC]Minutes of a meeting of the board of directors of [insert full name of company] (the Company)held at [insert...

30th Apr

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 board of directors of [insert full name of offeror] (the...

30th Apr

Precedents

Board minutes—takeover—making scheme effective—offeree

[insert name of offeree] PLCMinutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company)held at...

30th Apr

Practice notes

Announcements

The City Code on Takeovers and Mergers (Code) is the principal source of rules governing:•the timing, manner and specific content of announcements...

29th Apr

Practice notes

Options, convertibles and other securities

Rules 14 and 15 of the Takeover Code (Code) deal with the situation where an offer (principal offer) is made for equity shares of an offeree which has...

29th Apr

Precedents

Rule 2.7 (firm intention) announcement—scheme of arrangement

Brexit impact: The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Precedent, the principal change is that...

29th Apr

Precedents

Rule 2.4 (possible offer) announcement—offeror—prior to approach

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD...

29th Apr

Precedents

Rule 2.4 (possible offer) announcement—offeree—following an approach (Rule 2.2(c))

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD...

29th Apr

Practice notes

Takeovers—glossary of terms

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...

27th Apr

Practice notes

Provision of information during an offer

The rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an offer play an important role in the proper...

27th Apr

Practice notes

Offeror and offeree documents

The number and type of documents sent to shareholders during the course of a takeover will depend significantly on its nature and circumstances,...

27th Apr

Practice notes

Offer tactics—revisions, extensions and alternative offers

Changes to the offer timetableThe Panel has confirmed that it will be proceeding with amendments to the Code relating to the treatment of offer...

27th Apr

Practice notes

Conditions, pre-conditions and terms to an offer

This Practice Note looks at conditions, pre-conditions and terms typically included in public company takeover offers. It focuses on the most common...

27th Apr

Precedents

Scheme document—offeree chair’s letter

Letter from the chair of [Insert name of offeree company] plc(incorporated in [England and Wales] with registered number [insert number]) Registered...

9th Apr

Precedents

Announcement of scheme becoming effective—takeover

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would...

9th Apr

Precedents

Scheme document—scheme of arrangement

IN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)No. [This number will be assigned by the Court] of...

9th Apr