The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note is part of the Share purchase transaction toolkit.
In order to effect all aspects of the transaction, each share purchase transaction will require that certain ancillary documents be prepared (some of which will require more negotiation than others). These ancillary documents will either be drafted by the corporate lawyer drafting the share purchase agreement (SPA), or by a more junior colleague. Some will be entered into upon exchange and some upon completion (depending on whether or not these occur simultaneously).
Ancillary documents include:
loan note instrument (where part of the consideration is to be satisfied with the issue of loan notes by the buyer)
board minutes (each of the buyer, seller and target company will need to hold board meetings to approve various matters at completion, with the buyer and seller also holding board meetings at exchange in order to approve entry into the SPA)
resolution of the members of the buyer (where the buyer's articles require a members' resolution to approve the terms of the proposed transaction)
guarantee (where the buyer requires a guarantor to guarantee the seller's obligations under the SPA and it is agreed that this guarantee will be provided in a separate agreement, rather than being built into the SPA whereby the guarantor is added as a party
retention deed (where an escrow or retention arrangement is agreed as
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
Practical completion marks the end of the construction period of a project, when the works are 'finished' and the employer can occupy and/or use them. Practical completion also typically marks the start of the defects liability period/maintenance period.As explained below, practical completion is an
Tipping off and prejudicing an investigationIt would undermine the benefit to the authorities if, a suspicious activity report (SAR) having been made, the alleged offender were to be made aware of the interest in their activities so that they could take steps to cover up their misdeeds or disappear.
LiabilityFalse imprisonment consists of the complete deprivation of liberty without a lawful basis. Claims will in practice be made against a public body that exercises detention powers, usually a local police force, the Secretary of State for the Home Department or the Secretary of State for
This Practice Note provides a high-level introduction to diversity and inclusion (D&I) and key reasons why it is important to law firms. Specific aspects of D&I are covered in more detail in Practice Notes:•The growing focus on diversity and inclusion (D&I) in law firms•Unconscious bias—law
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.