Corporate and Commercial

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Practice notes
Form of transfer of sharesThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through...
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19th May
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
The Quoted Companies Alliance (QCA) Corporate Governance CodeThe Quoted Companies Alliance (QCA) is an independent membership organisation that...
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19th May
Practice notes
Brexit—exiting the EU under Article 50 [Archived]ARCHIVED: This Practice Note has been archived and is not maintained.This Practice Note contains...
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Produced in partnership with Adam Cygan of University of Leicester 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
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
Practice notes
Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
Practice notes
Supervision of traineesThe requirements when supervising trainees derive from the SRA Codes of Conduct and the SRA’s specific regulatory requirements...
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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
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
Introduction to retained EU lawThis Practice Note provides an introduction to retained EU law. It provides an overview of the key definitions and...
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Produced in partnership with Dr. Kieran Laird of Gowling WLG 19th May
Q&As
Corporate redomiciliation—can a non-UK company redomicile into the UK?It is possible for a non-UK incorporated company to redomicile to the UK....
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19th May
Practice notes
Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains...
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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
Practice notes
Getting the Deal Through: Merger Control 2021Jurisdictions coveredThe following jurisdictions are covered in this report:Albania; Australia; Austria;...
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19th May

Most recent Corporate and Commercial content

Q&As
Are there Brexit model clauses that a business should consider incorporating in its service agreement where the business is selling goods and services...
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10th Jun
Q&As
Corporate redomiciliation—can a non-UK company redomicile into the UK?It is possible for a non-UK incorporated company to redomicile to the UK....
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6th Jun
Q&As
What is the standard length of a non-disclosure agreement? Is there an unreasonable duration?Length of the term of the NDAIn relation to the term of...
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5th Jun
Q&As
What details should a company record in the PSC register?A company’s people with significant control (PSC) register must never be empty. The company...
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5th Jun
Q&As
What will the impact of the UK’s exit from the EU be on the export controls applicable to ‘dual-use’ software?UPDATE: This Q&A has been superseded by...
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Produced in partnership with Roger Bickerstaff of Bird & Bird 5th Jun
Q&As
Can personal representatives transfer shares in a company without a grant of probate?On the death of a shareholder, their shares are transmitted to...
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5th Jun
Q&As
Can the personal representatives of a deceased shareholder exercise that shareholder’s voting rights and pre-emption rights?Whether the personal...
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5th Jun
Q&As
If a company has completed a share buyback without a share buyback agreement or shareholder authority does this render the share buyback void?This Q&A...
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5th Jun
Q&As
How do you remove one of the parties from a multi-party agreement?The commentary (which generally assumes there are only two parties to a contract)...
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5th Jun
Q&As
Can a sole director of a company hold a board meeting with himself as the sole attendee?This Q&A considers the situation where a private company...
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5th Jun
Q&As
To what extent are references in contracts to UK legislation and EU legislation affected by the European Union (Withdrawal) Act 2018?Where a contract...
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Produced in partnership with Eleonor Duhs of Fieldfisher and Indira Rao MBE of Counsel for EU and International Law, House of Commons 5th Jun
Q&As
Can shares within the same class have different nominal values in the same currency?Section 629 of the Companies Act 2006 provides that, for the...
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Produced in partnership with Julian Henwood of Gowling WLG 5th Jun
Q&As
Does a stock transfer form need to be executed as a deed?The Stock Transfer Act 1963 (STA 1963), s 1 does not require shares to be transferred by...
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5th Jun
Q&As
What are the consequences of filing an incorrect return of allotment and incorrect annual returns at Companies House? What action can be taken by a...
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5th Jun
Q&As
In what circumstances might a director be held personally liable for breach (of the general duties, in contract, or in tort)?Actions against directors...
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5th Jun
Q&As
How should a company record and validate the minutes of meetings?Sections 248 and 355 of the Companies Act 2006 (CA 2006) respectively provide that...
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5th Jun
Q&As
What is the meaning of ‘consequential loss’ or ‘indirect loss’?In the absence of any agreed definition, where the phrase 'consequential loss' (or...
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Produced in partnership with Coral Peutrill of Harrison Clark Rickerbys 5th Jun
Q&As
What is the difference between negligence and gross negligence in commercial contracts?In this Q&A we refer to the concepts of negligence and gross...
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5th Jun
Q&As
What process should be followed to convert one class of shares in a private company limited by shares into another?There is no specific statutory...
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5th Jun
Q&As
Is it possible to amend a deed after the fact by subsequently dating or backdating the deed?Date of signature v date of commencementThe date on which...
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5th Jun

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