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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

Ten steps to building an ESG board committee—part one

The following Corporate news provides comprehensive and up to date legal information on Ten steps to building an ESG board committee—part one

Market Tracker weekly highlights—23 September 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—23 September 2021

Ten steps to building an ESG board committee—part two

The following Corporate news provides comprehensive and up to date legal information on Ten steps to building an ESG board committee—part two

Featured Corporate content

Fiduciary duties of directors

Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...

Directors’ remuneration

Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...

Share certificates

Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...

Registration of company charges

Registration of company chargesThe regime for registering charges created by a company at Companies House, as described in this Practice Note, is set...

Practice notes

A guide to share purchase agreements

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...

19th May

Practice notes

De facto and shadow directors

De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...

19th May

Practice notes

Tailoring a shelf company

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...

19th May

Practice notes

Alternate directors

Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...

19th May

In-house

Practice notes

Non-executive directors—independence

Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...

Produced in partnership with Advanced Boardroom Excellence 19th May

In-house

Practice notes

G20/OECD Principles of Corporate Governance

G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...

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 regime

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...

19th May

Q&As

Can a capital contribution/gift by a shareholder be treated as distributable reserves?

Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...

Produced in partnership with Brenda Hannigan of Southampton University 19th May

Practice notes

The Transparency Directive

The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...

Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May

Practice notes

Sub-division and consolidation of shares

Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...

19th May

Practice notes

Insider lists

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

19th May

Practice notes

General meetings—notice requirements for private and unlisted public companies

General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...

19th May

Practice notes

Notifying changes in share capital to Companies House—statement of capital

Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...

19th May

Q&As

Will a redesignation of shares constitute a variation of class rights?

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...

Produced in partnership with Julian Henwood of Gowling WLG 19th May

Q&As

What is the process for a redesignation of shares?

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...

19th May

Practice notes

Financial assistance—a quick guide

Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...

19th May

Most recent Terms and conduct of a scheme content

Practice notes

National Security and Investment regime—market practice tracker

National Security and Investment regime—market practice trackerThe National Security and Investment Act 2021 introduces a mandatory foreign direct...

27th Aug

Q&As

What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?

What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?Fairness opinionA ‘fairness...

18th Aug

Practice notes

Share incentives in quoted companies—takeovers by way of an offer

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...

15th Aug

Practice notes

Share incentives considerations on a public-to-private takeover

Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...

15th Aug

Precedents

List of documents—takeover by way of scheme of arrangement

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...

12th Aug

Precedents

Scheme document—offeree chair’s letter

Scheme document—offeree chair’s letterLetter from the chair of [Insert name of offeree company] plc(incorporated in [England and Wales] with...

12th Aug

Precedents

Announcement of court sanction of scheme of arrangement—takeover

Announcement of court sanction of scheme of arrangement—takeoverNot for release, publication or distribution (in whole or in part, directly or...

12th Aug

Precedents

Board minutes—takeover—approving offer documentation—offeree

Board minutes—takeover—approving offer documentation—offeree[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board...

12th Aug

Precedents

Co-operation agreement (with reverse break fee)—takeover

Co-operation agreement (with reverse break fee)—takeoverThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...

12th Aug

Precedents

Irrevocable undertaking—shareholder—scheme of arrangement

Irrevocable undertaking—shareholder—scheme of arrangementThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert...

12th Aug

Precedents

Conditions and further terms to scheme of arrangement

Conditions and further terms to scheme of arrangementBrexit impact: The operation of the UK takeover regime has been affected by Brexit. For the...

12th Aug

Precedents

Scheme document—definitions

Scheme document—definitionsDEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the...

12th Aug

Precedents

Board minutes—takeover—settlement of offer consideration—offeror

Board minutes—takeover—settlement of offer consideration—offeror[insert name of offeror] [PLC OR LIMITED]Minutes of a meeting of [a committee of] the...

12th Aug

Precedents

Scheme document—additional information

Scheme document—additional informationPART [Seven]ADDITIONAL INFORMATION1Responsibility1.1The [Offeree] Directors whose names are set out in paragraph...

12th Aug

Precedents

Scheme document—front end and skeleton framework

Scheme document—front end and skeleton frameworkThis document is important and requires your immediate attention. It contains a proposal which, if...

12th Aug

Precedents

Board minutes—takeover—approving offer documentation—offeror

Board minutes—takeover—approving offer documentation—offeror[insert company name][LIMITED OR PLC]Minutes of a meeting of [a committee of] the board of...

12th Aug

Precedents