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Brexit legislation tracker

This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the

Appointment and re-election of directors—UK listed companies—corporate governance aspects

The UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good governance in relation to board

Corporate manslaughter—prosecutions tracker

This Practice Note provides a summary of key corporate manslaughter prosecutions and convictions under section 1 of the Corporate Manslaughter and

Appointment, retirement and resignation of a director

BREXIT IMPACT: The information to be given when appointing a corporate director will be affected by Brexit. For further details, see Impact of Brexit

Practice notes

Private company share buybacks—procedure where no payment out of capital under CA 2006, Pt 18, Ch 5

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

6th Oct

In-house

Practice notes

Warranties and indemnities—share purchase

A share purchase agreement (SPA) will typically include warranties and indemnities given by the seller in favour of the buyer.Why warranties and...

26th Sep

Practice notes

Share buybacks—a quick guide

A limited company may buy back shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

5th Oct

Practice notes

Reduction of capital—a quick guide

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. Therefore, a company must...

Produced in partnership with Christopher Field of Dechert 9th Oct

Practice notes

Allotment and issue of shares—introductory points

The allotment of shares and issue of shares is governed by statute and the applicable statutory provisions differ according to the type of company...

13th Oct

Practice notes

Different classes of share capital

This Practice Note considers the nature of shares in a company and the classes into which they can be divided. If a company has shares of different...

25th Sep

Practice notes

Class rights and variation of class rights

A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...

8th Oct

In-house

Practice notes

Incorporating a company

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

26th Sep

Practice notes

Allotment and issue of shares—private companies with one class of shares

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment...

13th Oct

In-house

Practice notes

The nature of a limited liability partnership and its legal framework

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA...

26th Sep

Practice notes

Voluntary striking off and dissolution

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

14th Oct

Practice notes

Calling a general meeting (including an AGM)

This Practice Note summarises the law in relation to calling a general meeting of a private company limited by shares or a public company limited by...

25th Sep

In-house

Practice notes

The nature of a general partnership and its legal framework

Sources of partnership lawThe main body of law governing a general partnership formed under English law (as opposed to a limited liability...

25th Sep

Practice notes

Common issues in an intra-group reorganisation

An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate...

19th Oct

Practice notes

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

12th Oct

In-house

Practice notes

Issue of redeemable shares

A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...

12th Oct

Most recent Share capital content

Precedents

Board minutes—secondary offers—rights issues—approving allotment of shares

Company number: [insert number][insert company name]PLCMinutes of a meeting of the [committee of the] board of directors (the Meeting) of [insert...

26th Sep

Precedents

Resolution—disapplying pre-emption rights—specific authority to allot shares (listed company)

SPECIAL RESOLUTIONTHAT if [insert reference to the resolution granting authority to allot shares] is passed, the Board be authorised to allot equity...

26th Sep

Precedents

Resolutions—disapplying pre-emption rights—general authority to allot shares (listed company)

SPECIAL RESOLUTION[S]1THAT if [insert reference to the resolution granting authority to allot shares] is passed, the Board be authorised to allot...

26th Sep

Precedents

Special resolutions—reduction of capital—reserves treated as share capital

Special resolution[That the amount standing to the credit of the share premium account of the Company be reduced from [insert monetary amount] to...

26th Sep

Precedents

Special resolution disapplying pre-emption rights under s 569 CA 2006 (private company with only one class of shares)

Company number: [insert number]The companies act 2006Private company limited by sharesResolution of[insert...

26th Sep

Practice notes

Tax issues on share buybacks for corporate lawyers

A limited company may buy back its own shares, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share...

26th Sep

Practice notes

Court procedure—reduction of capital—process and timetable

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

26th Sep

Practice notes

Refusal to register a transfer of shares

There are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through the transmission of the...

26th Sep

Practice notes

Allotment and issue of shares—private companies with more than one class of share and public unlisted companies

The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment...

26th Sep

Practice notes

Pre-emption rights—listed companies

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the Pre-Emption Group published a statement recommending that investors...

26th Sep

Precedents

Consolidation of share capital—board minutes

Company number: [insert][insert company name] [LTD OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of...

26th Sep

Precedents

Reconversion of stock to shares—board minutes

Company number: [insert number][insert company name] [LTD OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert full name of...

26th Sep

Precedents

Sub-division of share capital—board minutes

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

26th Sep

Precedents

Instructions to counsel—court procedure—reduction of capital

In the high court of justiceBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESINSOLVENCY AND COMPANIES LIST (ChD)Companies courtIn the matter of...

26th Sep

Precedents

Directions order—reduction of capital—court procedure

CLAIM NO. [insert claim number] In the high court of justiceBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESINSOLVENCY AND COMPANIES LIST...

26th Sep

Precedents

Resolution—authorising on-market share buybacks by a listed company

SPECIAL RESOLUTIONTHAT the Company is generally and unconditionally authorised for the purpose of section 701 of the Companies Act 2006 to make market...

26th Sep

Precedents

Board minutes of a private limited company approving a redemption of shares and payment out of capital

Company number: [insert company number][insert company name] limitedMinutes of a meeting of the board of directors (the Meeting) of [insert full name...

26th Sep

Precedents

Board minutes of a private or unlisted public company approving a redemption of shares

Company number: [insert company number][insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors (the Meeting) of [insert...

26th Sep

Precedents