About Corporate Law
Today, you’re advising an entrepreneur on a new start up. Tomorrow, you might be facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
Private mergers and acquisition
A range of precedents including 15 versions of the share purchase agreement. They’re supported with a suite of additional clauses to cover off different transaction structures.
Share capital topics
Guidance with key actions for shares you’ve issued or allotted to stakeholders. Practice Notes and Q&As take you through procedures needed by statute, analyse developments in case law, and tackle tricky technical points.
Current awareness, horizon-scanning and trackers
Weekly highlights newsletter feature the latest key news stories by topic. It’s supplemented by a horizon-scanning document, looking at key developments affecting corporate lawyers in the months ahead.
Corporate clients
One day you might be advising an entrepreneur on a new start up. Another you’re facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
Topics We Cover
Latest Corporate News
This week's edition of Corporate weekly highlights includes: updated statutory guidance on the meaning of ‘significant influence or control’ for the...
The Cabinet Office has published its response to the consultation on the National Security and Investment Act 2021 (Notifiable Acquisition)...
The Parker Review Committee has published its 2026 report on improving ethnic diversity in UK businesses, based on data collected for the period...
The Financial Conduct Authority (FCA) has published Consultation Paper CP26/8 as part of its ongoing reform of the UK public markets framework...
The Department for Business and Trade (DBT) has published two statutory guidance documents on the meaning of ‘significant influence or control’ for...
Latest Corporate Practice Notes
This Practice Note discusses the two ‘failure to prevent’ corporate criminal offences created by the Criminal Finances Act 2017 (CFA 2017):•CFA 2017,...
On 4 January 2022, the National Security and Investment Act (NSI Act) introduced a mandatory foreign direct investment (FDI) notification regime in...
Under the Bribery Act 2010 (BA 2010) it is an offence to pay or receive a bribe. In addition, BA 2010 includes two offences designed to target...
An earn-out is a particular way of structuring the consideration payable for the acquisition of shares in a company where at least part of the price...
A set-off is the right of one party, Party A, who is owed money by another party, Party B, to ensure payment by setting off the amount owed to Party A...
Latest Corporate Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—short form or...
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-seller—corporate seller—conditional—long...
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long...
<section><section><p><span style="caps">This Agreement</span></p></section></section>
Ordinary resolution[That the credit transaction pursuant to which [insert details of credit transaction] proposed to be entered into by the Company...
Latest Corporate Q&As
Featured Corporate content
Separate legal personality and the corporate veil
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
A company’s constitution
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Allotment and issue of shares—fundamentals
Allotment and issue of shares—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
Private companies limited by shares
Private companies limited by sharesThis Practice Note summarises the main features of a private company limited by shares. It also covers key...
Holding an AGM of a private company or unlisted public company
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a director
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Unlimited companies
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
Loan notes—fundamentals
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchets
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Directors’ remuneration
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Drag along and tag along—fundamentals
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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...
Transfer of shares—law and procedure
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
Companies limited by guarantee
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Quorum requirements for general meetings (including AGMs)
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registers
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
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...
Share certificates
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
Associated legal terms
EU regulated market
A regulated market which is authorised and functions regularly and in accordance with Title III of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (EU MiFID II) (see article 2(1)(13B) Retained Regulation (EU) No 600/2014 (UK MiFIR)).
First closing date
For firm offers announced before 5 July 2021, the Code required an offer to initially be open for at least 21 days following the date on which the offer document is published (Rule 31.1). Since the Code revisions in July 2021, the Code no longer allows an offeror to set a series of closing dates and the concept of a first closing date no longer applies.
Independent advice
Under Rule 3.1 the offeree board must obtain competent independent advice as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable. The substance of such advice must be made known to the offeree's shareholders. Rule 3.3 and its Note 1 provides that the Panel will not regard as an appropriate person to give independent advice a person who is in the same group as the financial or other professional adviser (including a corporate broker) to an offeror or who has a significant interest in or financial connection with either an offeror or the offeree of such a kind as to create a conflict of interest.
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