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.
The GC100 has published guidance for virtual meetings of shareholders. This guidance sets out eight provisions including: the importance of promoting...
The Financial Reporting Council (FRC) has opened a consultation on its Draft Annual Plan and Budget for 2026–27. The draft plan sets out its...
The Takeover Panel’s Code Committee has made amendments to the Takeover Code. The changes include updates to Rule 2.9 requiring offeree companies and...
The International Sustainability Standards Board (ISSB) has issued targeted amendments to greenhouse gas emissions (GHG) disclosure requirements in...
This week's edition of Corporate weekly highlights includes publication of the FCA’s Quarterly Consultation CP25/35 proposing amendments to UK Listing...
Financial Services passporting, third country status and equivalence in the UK post-Brexit [Archived]The Practice Note states the law prior to 18 May...
The National Security and Investment Act 2021Scope of the regimeThe National Security and Investment Act 2021 (NSIA 2021) came fully into force on 4...
Capital reduction demergersThe reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are...
Share for share exchanges and qualifying corporate bonds (QCBs)Some company acquisitions that involve a corporate buyer will be structured so that the...
Statutory demergersThis Practice Note is about the tax implications of a statutory demerger.It is possible to carry out a demerger by a company (the...
Declaration of trust for the transfer of sharesFORTHCOMING CHANGE: Following a call for evidence in 2020, the resulting outcome published in 2021,...
Assignment of intellectual property rights (asset purchase) (short form)This Agreement is made on [insert date] (the Commencement Date) between the...
Assignment of intellectual property rights (asset purchase) (long form)This Agreement is made on [insert date] (Commencement Date) between the...
Director’s power of attorney—Main Market1By this power of attorney made on [insert date] I, [insert name of director] of [insert address of director],...
PSC Register—warning notice[Insert date]Dear [insert name of addressee]Register of People with Significant Control—Warning NoticeInterests in...
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...
The authorised minimum share capital in relation to the nominal value of a public company's allotted share capital is £50,000 or the prescribed Euro equivalent.
A clause present in deal documentation that reserves a percentage or fixed amount of preferred proceeds for a particular holder. The carve-out can be assigned any seniority and thus any position within the preference distribution stack.
See liquidation demerger.