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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 Q&As content

Q&As
Would an issue of shares by a company incorporated under the Companies Act 2006 be void if the investor was breaking a foreign law by subscribing for...
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23rd Sep
Q&As
What is a capital contribution reserve? A capital contribution reserve typically arises when an irrevocable gift has been made to a company by a...
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23rd Sep
Q&As
Is a provision in a company's articles valid if it requires all resolutions to be special resolutions passed with a 75 per cent majority? To the...
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Produced in partnership with Alasdair Steele of CMS 22nd Sep
Q&As
Is a community interest company allowed to offer shares to the public?A community interest company (CIC) is a type of limited liability company formed...
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21st Sep
Q&As
Do the English property and assets of a dissolved overseas company pass to the Crown as bona vacantia?When a company registered in England and Wales...
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16th Sep
Q&As
Can I rely on ‘Certificates of Force Majeure’ issued by the Chinese government confirming that coronavirus (COVID-19) is force majeure as a force...
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Produced in partnership with Richard Colbey of Lamb Chambers 15th Sep
Q&As
Can my force majeure clause protect me against the economic impact of coronavirus (COVID-19)?Is there a force majeure event?In English law, the...
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15th Sep
Q&As
How do I activate a force majeure provision?There is no judicially accepted definition of the term ‘force majeure’, so what the parties mean by it...
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Produced in partnership with Richard Nicholas of Browne Jacobson 15th Sep
Q&As
Can an agreement be terminated for frustration due to coronavirus (COVID-19)?What is the doctrine of frustration?If the contract does not include a...
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15th Sep
Q&As
Does a company need to include a specific provision in its articles of association permitting it to make a distribution in specie? A company is...
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14th Sep
Q&As
Is it the company behind the trading name or the trading name which is the contracting party to the contract? Does a trading name have legal capacity...
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13th Sep
Q&As
If the name of a company is set out as a party to a contract but the company registration number is for a different company, which is the contracting...
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13th Sep
Q&As
What factors impact the choice of English law as the governing law for a new agreement which will directly impact upon the operation of existing...
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13th Sep
Q&As
Is a contract between a company and a third party which is entered into in breach of the company’s articles of association enforceable?This Q&A deals...
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Produced in partnership with Lynne Counsell of 9 Stone Buildings 13th Sep
Q&As
What happens where a company director gives an undertaking which they know to be untrue, ie where they give an undertaking not to take action X when,...
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13th Sep
Q&As
Is a buyer subject to a duty to mitigate loss where a seller gives warranties on an indemnity basis in a share purchase agreement?An indemnity is a...
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13th Sep
Q&As
Is a shareholders’ agreement binding on shareholders who have failed to execute a deed of adherence or otherwise sign the shareholders’ agreement?A...
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13th Sep
Q&As
How do you make an application under section 1096 of the Companies Act 2006 for a court order to remove a document from a company's public record at...
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Produced in partnership with Tom Stewart Coats of XXIV Old Buildings 9th Sep

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