Corporate transactions and share incentives

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Practice notes
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
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19th May
Practice notes
Protection of minority members—a quick guideA minority member in a company does not have much power to influence its management or any majority...
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19th May
Practice notes
Co-operative and community benefit societiesWhat is a co-operative or community benefit society?A co-operative society or community benefit society...
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19th May
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules requirements—the annual financial reportThis Practice Note discusses the requirements of the Disclosure...
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Produced in partnership with Tessa Park of Moore Kingston Smith 19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Practice notes
DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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19th May
Q&As
Can the board of a co-operative and community benefit society (a registered society) delegate powers to any third party, and can the registered...
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19th May
Practice notes
The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 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
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
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
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
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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19th May
Practice notes
Substantial property transactions—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains provisions that restrict and...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May

Most recent Corporate transactions and share incentives content

Practice notes
Joint ventures and share schemes related issuesWhat is a joint venture?A joint venture (JV) is a commercial arrangement entered into by two or more...
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1st Aug
Practice notes
Share incentives considerations on a demergerWhat is a demerger?A demerger is a type of corporate reconstruction that divides businesses carried on by...
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1st Aug
Practice notes
Employee benefit trusts and corporate transactionsEmployee benefit trusts (EBTs) are a type of discretionary trust which is primarily established to...
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Produced in partnership with Karen Cooper of Cooper Cavendish 1st Aug
Practice notes
Share schemes—considerations for unlisted companiesPrivate and unlisted companies face particular issues when implementing share schemes for their...
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Produced in partnership with Sarah Anderson of RM2 Partnership Limited 1st Aug
Practice notes
Rights issues, open offers and placings in the context of employee share plansA company may need to raise additional capital for a number of reasons....
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Produced in partnership with Stephen Diosi and Caroline Nye-Wilkins of Mischon de Reya 1st Aug
Practice notes
Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and share incentivesThe purpose of this Practice Note is to explain the...
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Produced in partnership with Sam Whitaker of Shearman & Sterling 1st Aug
Practice notes
Share schemes implications of transferring companies and businesses within a groupIntroductionGroups of companies undertake reorganisations for many...
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Produced in partnership with Sara Cohen of Lewis Silkin LLP and Karen Cooper of Cooper Cavendish 1st Aug
Practice notes
Funding an employee benefit trustThis Practice Note covers the following issues in relation to the funding of an employee benefit trust...
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1st Aug
Practice notes
The UK Corporate Governance Code and its application to share schemesFORTHCOMING CHANGE: On 18 March 2021, it was announced that the government was...
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1st Aug
Practice notes
Deferred share bonus plans—listing rules and shareholder approvalIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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Produced in partnership with Jeremy Glover of Fenwick Elliott 1st Aug
Practice notes
Financial Services and Markets Act 2000 and the operation of employee incentive arrangements in the UKThe Financial Services and Markets Act 2000...
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Produced in partnership with Ian Fraser of PWC 31st Jul
Practice notes
Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...
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31st Jul
Practice notes
Share incentive issues on an IPOIntroductionAn initial public offering (IPO), is the first sale of stock by a company to the public. For further...
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Produced in partnership with Stephen Diosi and Caroline Nye-Wilkins of Mischon de Reya 31st Jul
Practice notes
Share incentives in quoted companies—takeovers by way of an offerWhat are the offeror's obligations in relation to the target company's share plan...
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31st Jul
Practice notes
Share capital, class rights and the impact of a new share schemeBackgroundCompanies incorporated under the Companies Act 2006 (CA 2006) are either...
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31st Jul
Practice notes
Employee benefit trusts—concert party clearance from the Takeover PanelRelevance of the takeover code to share acquisitions by an EBTIt may be...
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Produced in partnership with Jeremy Glover (Share Schemes) 31st Jul
Practice notes
Malus and clawbackFORTHCOMING CHANGE: On 18 March 2021, it was announced that the government was launching a consultation on wide-ranging reforms to...
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Produced in partnership with Nick Hipwell, Sarah Ferguson and Chris Baker of DLA Piper 31st Jul
Practice notes
Cashless exercise of optionsWhat is a cashless exercise of options?The ‘cashless exercise’ of options or a 'cashless exercise facility' refers to the...
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31st Jul
Practice notes
Listing Rules—employee share schemes aspectsBrexit: For details of the potential impact of Brexit on the Listing Rules, see Practice Note: Brexit—UK...
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31st Jul
Practice notes
Short form prospectus requirements for an offer of listed shares to employees [Archived]BackgroundUnder Article 3(1) of Directive 2004/39/EC, the EU...
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Produced in partnership with Jeremy Edwards of Baker McKenzie 31st Jul

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