This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...
This Practice Note describes:•what is meant by 'disguised remuneration'•the basis of the disguised remuneration charge, and•the tax implications of a...
This Practice Note describes:•what 'restricted securities' are, and•how restricted securities are taxedThe Income Tax (Earnings and Pensions) Act 2003...
DefinitionsOption•the respective rights to acquire Shares granted to each Option Holder;Option Holder•[insert list of Option Holders whose Options are...
1by this power of attorney made on [insert date on which the appointor executes the power of attorney]I [insert name of option holder] (the Appointor)...
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,...
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,...
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...
What are unapproved share options?Share options are rights to acquire shares which can be exercised when certain conditions have been met (such as the...
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...
Importance of the definition of employees' share scheme in Companies Act 2006When establishing a share incentive scheme for employees it is usual for...
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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