We have assumed that the guarantor becoming insolvent gives rise to the right to forfeit under the terms of the lease. Is the guarantor's passing of a resolution to wind up the company a once and for all forfeiture event or is it an ongoing event? Some breaches are seen as continuing breaches and some are once and for all breaches.

This Practice Note provides an overview of the agreement for the purchase of some or all of a company's assets (the APA). See Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form. The APA records the terms by which the buyer agrees to purchase from the seller the assets of the target business (the Assets) and is the key document in any asset purchase transaction. The buyer agrees to pay the seller the purchase price for the acquisition of the Assets (the Consideration) in return for which the seller transfers the title in the Assets by the appropriate mechanism (which will depend on the type of asset being transferred). Certain assets can be transferred by delivery and the APA will be sufficient in itself to transfer such assets but other types of asset will require additional documentation to transfer them to the buyer. As only the assets that are specifically referred to in the APA will be transferred, care should be taken in defining these assets in the APA. The buyer will not acquire any assets (or liabilities)

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company incorporated in the UK admitted to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the Main Market of the London Stock Exchange (Main Market). This Practice Note is equally applicable to a public limited company incorporated in the UK which is admitted to trading on AIM if a cash box structure for a placing is used. The cash box structure The following diagram illustrates in summary how a cash box structure operates in connection with a placing: The cash box structure works as follows: • Cashbox Co is established as a subsidiary of PLC with two classes of shares—ordinary shares and preference shares. PLC holds just less than 90% of the ordinary shares in Cashbox Co and the Investment Bank holds just over 10% of the ordinary shares. The Investment Bank agrees to subscribe for

Deadlock (50:50) joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a ‘deadlock’ or ‘50:50’ corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an equal number of shares), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such deadlock JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement, and Checklists: Corporate joint venture preliminary issues—checklist

Majority/minority joint venture shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a majority/minority corporate joint venture agreement (JVA) (also known as a shareholders’ agreement) which is to be entered into between two joint venture parties who establish a separate limited company (incorporate in England and Wales) (ie the joint venture company (JVC)) of which each joint venture party is a shareholder and holds an unequal number of shares, ie one holds a majority interest and the other holds a minority interest), and where the JVA involves split exchange and completion (ie includes conditions to completion). Set out below are issues to consider when drafting and/or reviewing the key provisions of such majority/minority JVA. For further information on setting up a corporate joint venture, see Practice Notes: Setting up a corporate joint venture—initial considerations and Setting up a joint venture—choice of structure. For further information on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement,

Subscription and shareholders’ agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing a subscription and shareholders’ agreement involving the subscription for shares (and, possibly, loan notes) in a private limited company (incorporated in England and Wales) by a private equity (or venture capital) fund investor (the investor) pursuant to a venture capital (VC) transaction, where the transaction involves split exchange and completion (ie there are conditions to completion of the subscription and shareholders’ agreement). The transaction will involve an investment into an existing company (the Company), where the existing shareholders (generally founders of the business) retain their previously issued/existing shares in the Company. Set out below are issues to consider when drafting and/or reviewing the key provisions of a subscription and shareholders’ agreement (SSA). Parties The investee company While the primary parties to the SSA will be the relevant investor and the Company’s founders, it will also typically include the Company as a party, ie the entity in which the investor and founders will hold their shares.

Investment agreement This Practice Note serves as a guide for a drafter when drafting and/or reviewing an investment agreement (also known as a subscription and shareholders’ agreement), involving the subscription for shares (and, possibly, loan notes) in a private limited company (incorporated in England and Wales) by a private equity (or venture capital) fund investor (the investor) and members of a target company’s senior management team pursuant to a management buyout (MBO) transaction, where the transaction involves split exchange and completion (ie there are conditions to completion of the investment agreement). Set out below are issues to consider when drafting and/or reviewing the key provisions of an investment agreement (IA). Parties The investee companies In a typical buyout transaction, the most basic structure is for a new company to be incorporated to buy the target business or company (target). More commonly, however, a buyout structure involves the incorporation of two or more new companies, each of which has a different function within the new group. Even more complex structures can involve the investor incorporating

Articles of association This Practice Note serves as a guide for a drafter when drafting and/or reviewing articles of association (articles) of a private limited company (incorporated in England and Wales) backed by a private equity (or venture capital) fund investor (the investor) and members of a target company’s senior management team pursuant to a management buyout (MBO) transaction. Set out below are issues to consider when drafting and/or reviewing the key provisions of such a document. Model articles The drafter will need to take instructions from the parties on which provisions of the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (Model Articles) will apply to the investee company in which they will hold their shares (Company). Typically, the parties will include a provision in the Company’s articles specifying that the Model Articles will apply to the Company and then: • list in a specific article which provisions of the Model Articles do not apply to the Company

Articles of association This Practice Note serves as a guide for a drafter when drafting and/or reviewing articles of association (articles) of a private limited company (incorporated in England and Wales) backed by a private equity (or venture capital) fund investor (the investor) and the company’s founders pursuant to a venture capital (VC) transaction. The transaction will involve an investment into an existing company (the Company), where the existing shareholders (generally founders of the business) retain their previously issued/existing shares in the Company. Set out below are issues to consider when drafting and/or reviewing the key provisions of such a document. Model articles The drafter will need to take instructions from the parties on which provisions of the model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (Model Articles) will apply to the Company in which they will hold their shares. Typically, the parties will include a provision in the Company’s articles specifying that the Model Articles

This Practice Note looks at independent business reviews (IBRs) and aims to: • provide high level guidance on an IBR • identify when an IBR may be requested • identify potential areas of conflict • highlight common scope and report contents • highlight common outcomes of an IBR, and • highlight some key issues when being engaged What is an IBR? The purpose of an IBR is often misunderstood and may be viewed as a precursor to an insolvency or withdrawal of support by a lender. While either of these may be an outcome, an IBR is a valuable tool to provide an external view to a stakeholder as part of their decision-making process. It is an independent, objective, unbiased assessment, often covering the current and future trading status of a company and helps ensure the company and its stakeholders (mainly lenders and investors) are assessing their options based on a common understanding of agreed facts. While typically most IBRs are focused on the historical and future

This guide This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Leadership in the hot seat Most experienced leaders will say their role is difficult and complex and look cynically at those books providing the five, seven or ten things that make great leaders. After all, if successful they would have produced a lot of great leaders, but they haven’t. This guide aims to help you consider your own unique leadership context in which you work and the kind of leadership that you might be called on to deliver. In-house counsel are faced with particular leadership challenges. They must move away from tried and trusted

The leader as business partner This guide has been written to address the practicalities of leadership. If you find yourself in a leadership role for the first time, this guide contains some helpful ideas that will get you started. If you are an experienced leader, you will benefit from some fresh perspectives. The ideas in this guide reflect a pragmatic view of leadership and the development of leaders, focusing on the real problems and opportunities that they face. Produced in partnership with Cranfield School of Management. This section looks at the challenge faced by the leader in understanding the nature of the business context in which the organisation operates. There are many tried and trusted tools for strategic analysis that will help the leader formulate their view of the business position and its organisational context. We will look at three of them. The first, the SWOT analysis, gives a broad business overview. The second, the value chain, gives insight into the added