A range of precedents including 15 versions of the share purchase agreement. They’re supported with a suite of additional clauses to cover off different transaction structures.
Guidance with key actions for shares you’ve issued or allotted to stakeholders. Practice Notes and Q&As take you through procedures needed by statute, analyse developments in case law, and tackle tricky technical points.
Weekly highlights newsletter feature the latest key news stories by topic. It’s supplemented by a horizon-scanning document, looking at key developments affecting corporate lawyers in the months ahead.
One day you might be advising an entrepreneur on a new start up. Another you’re facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
Law360, London: Claims are increasing under insurance policies designed to protect dealmakers from unexpected liabilities identified after corporate...
Companies House has announced that the government will implement the accounts filing reforms introduced by the Economic Crime and Corporate...
The London Stock Exchange (LSE) has launched a consultation on proposed changes to the ‘AIM Rules for Companies’ and the ‘AIM Disciplinary Procedures...
The Chartered Governance Institute UK & Ireland (CGI) has published an updated guidance note on the proper purpose test governing access to companies'...
The London Stock Exchange (LSE) has launched a consultation on proposed amendments to the AIM Rules for Nominated Advisers (Nomad Rules) as part of...
The Sentencing Council (SC) has published an offence-specific sentencing guideline for corporate manslaughter which, pursuant to section 59 of the...
Competing security interests arise when more than one creditor has taken security over the same asset or group of assets. Determining the order of...
This Practice Note discusses the Prudential Regulation Authority (PRA)’s rules on remuneration paid by banks, building societies and systemically...
FORTHCOMING CHANGE: This Practice Note reflects the current legislative position, however, note that certain elements may be impacted by the Digital...
This Practice Note sets out and examines the criminal offences created by the Reporting on Payment Practices and Performance Regulations 2017 (RPPPR...
[insert name of offeror]Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company)held at [insert...
Insert the following as a new definition (if not already included) in the definitions and interpretation clause of the share purchase agreement:1...
Insert the following as a new definition (if not already included) in the definitions and interpretation clause of the share purchase agreement:1...
Companies Act 2006Private Company Limited By SharesArticles of Association of [insert name of company] Limited(Incorporated in England and Wales under...
Strictly private and confidentialTo: [insert buyer name][insert buyer address]Date: [insert date]Dear [insert buyer contact name],Proposed acquisition...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Allotment and issue of shares—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
Private companies limited by sharesThis Practice Note summarises the main features of a private company limited by shares. It also covers key...
Holding an AGM of a private company or unlisted public companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Unlimited companiesThis Practice Note summarises the main features of an unlimited company and why an unlimited company might be used as a vehicle to...
Loan notes—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
Transfer of shares—law and procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Quorum requirements for general meetings (including AGMs)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
Usually the first announcement to the public by an issuer of its proposed IPO. Through the intention to float announcement, the issuer notifies the market about its proposed IPO and provides information about its business and strategy as well as information about the equity offering. Issuing an intention to float announcement is not a legal requirement but has become well-established market practice in the UK. In certain Main Market equity IPOs where a registration document is published pursuant to the rules on disseminating research in the Conduct of Business Sourcebook, it has become market practice for issuers to issue an expectation of intention to float which is then followed by a confirmatory intention to float announcement.
The CA 2006 makes no distinction between executive and non-executive directors. NEDs essentially have the same duties, responsibilities and potential liabilities under law as executive directors however in the corporate governance arena the NEDs of listed companies should scrutinise the performance of executive management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning (see Provision 13 of the UKCG Code).
See Concentrative joint venture.