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.
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.
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.
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.
This week's edition of Corporate weekly highlights includes: the FCA’s Primary Market Bulletin 58 outlining key steps for submitting documents before...
The Financial Conduct Authority (FCA) has fined Neil Sedgwick Dwane £100,281 and banned him from working in UK financial services for insider dealing....
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 59 (PMB 59)....
The European Parliament has rejected the mandate adopted by its Legal Affairs Committee (JURI) on the proposed sustainability omnibus package (Omnibus...
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 58 (PMB 58), where it outlines key steps for submitting documents before...
Tax influences on choice of joint venture vehicleThis Practice Note considers how the principal UK tax aspects of the establishment, operation and...
Investor control mechanisms in private equity transactions—fundamentalsA private equity transaction, ie a venture capital, buyout or development...
Minority shareholder protections in corporate joint ventures—fundamentalsIn a majority/minority corporate joint venture, a shareholder with an...
Acting in concertProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance...
Asset purchasesA business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally...
Joint venture shareholders’ agreement—deadlock (50:50)This Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first...
Guarantee and indemnity—seller obligations—private M&A—share purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1[Insert name...
Board minutes—corporate joint venture—completion—joint venture companyCompany number: [insert company number][Insert company name] LimitedMinutes of a...
Deed of contribution—private M&A—share purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1The several persons whose names and...
Board minutes—corporate real estate joint venture—exchange—joint venture companyCompany number: [insert company number][Insert company name]...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
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 companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
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—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
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—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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 procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
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)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
A type of right given to shareholders of the offeree entitling them to additional consideration upon the occurrence of one or more specified events.
An exchange-regulated market operated by the London Stock Exchange for listed depositary receipts and debt targeted at professional investors.
A firm of accountants appointed by an issuer in connection with an IPO, introduction or secondary offer. The reporting accountants will undertake financial due diligence on the issuer, prepare a number of financial reports and provide comfort on certain financial information.