Compulsory transfer Definition

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Articles (non-leveraged investment)—checklist

Articles (non-leveraged investment)—checklist Objects Is it necessary or appropriate for the company to restrict its objects? If the company was incorporated before 1 October 2009, check if any of the objects stated in its memorandum of association need deleting (by way of a members’ special resolution). Application of model articles Determine if the model articles are to apply to the company. If the company was incorporated before 1 October 2009, consider whether Table A should still apply (if not previously amended). Determine what, if any, of the model articles should not apply to the company. Board of directors How many directors will be on the board? Which of the founders will be directors? How many directors will the investor have the right to appoint to the board? What is the quorum for board meetings? Does the chair (or another director) have a second or casting vote? Are fees payable to the investor directors and/or chair? If so, what are they? Set out administrative matters relating to the board (eg frequency...

Heads of terms—equity (buyout)—checklist

Heads of terms—equity (buyout)—checklist Heads of terms are used to briefly record the principal terms of a proposed transaction. This is a checklist for heads of terms (equity) to be used for a proposed management buyout (MBO). Parties Who are the parties? More specifically, identify: • the investor/s, and • the managers Preliminary matters What is the status of discussions between the parties to date? Is a confidentiality undertaking required from any one or more of the parties or their affiliates? Do the parties want to have a period of exclusive negotiation? Identify whether there could be any 'roadblocks' to the proposed investment (eg regulatory consents or licences, competition issues, consents to change of control) and how to deal with these. Conditions, regulatory and other approvals, etc What due diligence will be undertaken by the investor (eg legal, financial, accounting, taxation, technical and commercial)? Are any tax clearances, licences, regulatory approvals, third-party consents or registration formalities required before the investment may proceed? Are there any conditions (whether relating to the...

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Corporate—key resources for in-house lawyers

Corporate—key resources for in-house lawyers This note provides a navigational guide to Corporate content and resources that may be of particular interest to in-house lawyers. Keeping up-to-date Current awareness service News and other items of topical interest are available via the daily email alert and also housed within the News tab which can be found on the Corporate homepage. Our News tab contains: • news stories, case digests and legislation updates • news analysis pieces written by external practitioners, members of the Corporate team, and other practice area teams (where relevant for corporate lawyers) • the Corporate and Market Standards weekly highlights newsletters • daily Market Standards round-ups, listing announcements of the latest public company deals We also publish a weekly highlights newsletter highlighting the latest news stories (organised on a topic basis), as well as upcoming dates for the diary and details of newly-published and updated content. See: Corporate weekly highlights—overview. It is easy to set up daily and weekly email updates to...

Scheme circular

Scheme circular This Practice Note is part of the Corporate toolkit for public company takeovers. Both the offeror and offeree will need to make preparations for the drafting of the scheme circular, so as to ensure that the process runs smoothly and does not unnecessarily hinder the progress of the transaction. Function of the scheme circular The scheme circular is the principal document published during the course of a takeover offer and will contain: • the full terms and conditions of the scheme, including the offer price and consideration • such other information as the offeror and the offeree wish to use to persuade offeree shareholders to vote in favour of the scheme • other information required by the Code Timing Where the takeover is to be implemented by means of a scheme of arrangement and the offeree board agrees to the inclusion of a statement of its intention to recommend the scheme in the firm intention announcement, then the offeree must ensure that the scheme circular is...

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Local government outsourcing contract—template pensions schedule

Local government outsourcing contract—template pensions schedule 1 Interpretation 1.1 The following definitions and rules of interpretation apply in this Schedule: Admission Agreement • means the admission agreement to be entered into on or around the date of the [Outsourcing Contract] between the administering authority of the LGPS and the Supplier Best Value Direction • means the Best Value Authorities (Staff Transfers) Pensions Direction 2007 Broadly Comparable Pension Scheme • a pension scheme formally certified by the Government Actuary’s Department as broadly comparable to the LGPS Customer’s Scheme • the [ [LGPS] OR [other pension scheme] currently operated by the Customer in respect of the Relevant Employees] Fair Deal Guidance • HM Treasury Fair Deal for staff pensions: Staff transfer from central government (October 2013) Onward Transfer Date • the date of transfer of Onward Transferring Employees of the Supplier pursuant to TUPE 2006 on expiry (or earlier termination) of the [Outsourcing Contract] Onward Transferring Employees • the employees of the Supplier who...

Nil paid or partly-paid share subscription agreement

Nil paid or partly-paid share subscription agreement If you are in any doubt about this agreement and the action you should take, it is recommended that you immediately seek your own personal independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction. [insert Company Name] Share Award Parties: 1 [insert Company Name], CRN [insert company number], (the ‘Company’) the registered office of which is at [insert address] and 2 [Individual Name] of [insert address] (the ‘Subscriber’); together, the ‘Parties’. Background: The Company has offered and the Subscriber wishes to accept an opportunity to subscribe for Shares on the terms set out in this Agreement. [This award has been approved by the Company at a meeting of the Directors dated [insert date].] The Parties HEREBY AGREE as follows: 1 Definitions...

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How is a minority shareholding valued when it is to be purchased by a majority shareholder in the context of an unfair prejudice petition?

How is a minority shareholding valued when it is to be purchased by a majority shareholder in the context of an unfair prejudice petition? In the context of an unfair prejudice petition under section 994 of the Companies Act 2006 (CA 2006), the court has a wide discretion as to the remedy, if any, it grants on finding that there has been unfairly prejudicial conduct. The remedy usually sought is the purchase of the minority’s shares by the majority, at a price determined by the court and this can be regarded as the typical order to which a successful petitioner is entitled (Grace v Biagioli). If the majority makes a plainly 'fair' offer to purchase the minority’s shares (eg offering a price determined by a reputable independent expert valuer) before proceedings begin, and which is not accepted, a petition may be struck out since such an offer means that the conduct complained of can no longer be regarded as unfair (O'Neill v Phillips). Where an order...

In what circumstances can a shareholder in a deadlock joint venture force the other shareholder to transfer its shares to it?

In what circumstances can a shareholder in a deadlock joint venture force the other shareholder to transfer its shares to it? In this Q&A, we have assumed that the company in question is a private company limited by shares. Shares are personal property and as such they are generally transferred by a voluntary conveyance from a shareholder to a person wishing to become a shareholder. Shares are transferable in accordance with the company’s articles of association. Share transfer provisions may also be included in any shareholders’ agreement entered into between the shareholders of the company. In order to force one shareholder in a 50:50 joint venture to transfer its shares to the other shareholder, relevant provisions will need to be included in the articles of association of the company and any shareholders’ agreement entered into between the shareholders governing their rights and obligations in relation to the joint venture. Where two shareholders each hold 50% of the shares in the share capital of a company, the...

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Family Investment Companies—advantages and disadvantages for high net worth families

Private Client analysis: For high net worth (HNW) UK resident clients who have until now relied on their non-domicile (non-dom) status for their tax and estate planning, the tax changes coming into effect from 6 April 2025 represent a significant and perhaps daunting change. The move from domicile-based to residence-based regimes for exposure to UK tax on non-UK assets, across income tax, capital gains tax, and inheritance tax (IHT), will mean that many non-dom or deemed dom UK residents will be brought fully into the scope of UK tax along with the offshore trust structures they have set up. The family investment company (FIC) can represent an alternative or additional tax and estate planning option for the right type of client. This article sets out some of the main advantages and disadvantages of FICs for HNWs. Written by James Gribbin, Michelmores LLP

Corporate weekly highlights—9 January 2025

This week's edition of Corporate weekly highlights includes: final Regulations to align company law provisions for limited liability partnerships with recent reforms in the Economic Crime and Corporate Transparency Act 2023; the publication of a Policy Statement by the Financial Conduct Authority to set out its plans for enhancing the National Storage Mechanism; the publication of a government assessment report on the National Security and Investment Act and the coming into force of the EU Gender Balance Directive.