Corporate transactions and share incentives

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Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
Read More >
9th Nov
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Corporate transactions and share incentives content

Practice notes
Understanding the impact of a corporate transaction on the company's share incentivesIf a company is subject to a corporate transaction, this will...
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14th Apr
Practice notes
A company may need to raise additional capital for a number of reasons. This may be to fund an acquisition it wants to make or to meet ongoing...
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Produced in partnership with Stephen Diosi and Caroline Nye-Wilkins of Mischon de Reya 9th Apr
Practice notes
The Financial Services and Markets Act 2000 (FSMA 2000) is the principal legislation governing the financial services sector and regulating securities...
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Produced in partnership with Ian Fraser of PWC 9th Apr
Practice notes
BackgroundCompanies incorporated under the Companies Act 2006 (CA 2006) are either established on a limited or unlimited basis. This means that the...
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9th Apr
Practice notes
Importance of the definition of employees' share scheme in Companies Act 2006When establishing a share incentive scheme for employees it is usual for...
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9th Apr
Practice notes
Overview of key issuesThe key concepts discussed in this Practice Note are:•why share incentives are a key issue on a takeover by scheme of...
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Produced in partnership with Sarah Ferguson of DLA Piper 9th Apr
Practice notes
Private equity backed companiesThe issues facing private equity backed companies when using shares to incentivise employees are similar to those faced...
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Produced in partnership with Becky Rees of Parisi Tax LLP 9th Apr
Practice notes
What is a joint venture?A joint venture (JV) is a commercial arrangement entered into by two or more independent parties whereby each party agrees to...
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9th Apr
Practice notes
IntroductionGroups of companies undertake reorganisations for many and varied reasons but, regardless of the reason, those reorganisations will often...
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Produced in partnership with Sara Cohen of Lewis Silkin LLP and Karen Cooper of Cooper Cavendish 9th Apr
Practice notes
What is an underwater share option?'Underwater option' is the term used to describe a share option (granted under any share option scheme) which has...
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9th Apr
Practice notes
Why do companies have reorganisations?Groups of companies undertake reorganisations for many and varied reasons. Reorganisations will often have an...
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Produced in partnership with Sarah Cohen of Lewis Silkin 9th Apr
Practice notes
Relevance of the takeover code to share acquisitions by an EBTIt may be necessary to consult the Takeover Panel (Panel) in certain circumstances if...
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Produced in partnership with Jeremy Glover of Fenwick Elliott 9th Apr
Practice notes
The meaning of financial assistance—overviewFinancial assistance is a term defined by the Companies Act 2006 (CA 2006). In summary it is any form of...
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9th Apr
Practice notes
Introduction and legal frameworkAs with most jurisdictions, the UK regulates the offer of securities to the public through an array of investment...
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Produced in partnership with Jeremy Edwards of Baker McKenzie 9th Apr
Practice notes
FORTHCOMING CHANGE: The draft Financial Services Bill proposes to make changes to the UK Market Abuse Regulation including, in relation to Article 19,...
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9th Apr
Practice notes
The purpose of this Practice Note is to explain the key issues that arise in relation to employee share schemes on a transaction to which the Transfer...
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Produced in partnership with Sam Whitaker of Shearman & Sterling 9th Apr
Practice notes
What is a demerger?A demerger is a type of corporate reconstruction that divides businesses carried on by a company (or group of companies) so that,...
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9th Apr
Practice notes
What are the offeror's obligations in relation to the target company's share plan participants?If an offer is made for the shares of a listed company,...
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9th Apr
Practice notes
What is a joint venture?A joint venture (JV) is a commercial arrangement entered into by two or more independent parties whereby each party agrees to...
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9th Apr
Practice notes
BackgroundUnder Article 3(1) of Directive 2004/39/EC, the EU Prospectus Directive (PD), and section 85(1) Financial Services and Markets Act 2000...
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Produced in partnership with Jeremy Edwards of Baker McKenzie 9th Apr

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