About Corporate Law
Today, you’re advising an entrepreneur on a new start up. Tomorrow, you might be facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.
Private mergers and acquisition
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.
Share capital topics
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.
Current awareness, horizon-scanning and trackers
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.
Corporate clients
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.
Topics We Cover
Latest Corporate News
HM Treasury has announced that it will launch the private intermittent securities and capital exchange system sandbox (PISCES) to support emerging...
This week's edition of Corporate weekly highlights includes: the publication of technical advice by the European Security and Markets Authority (ESMA)...
The European Securities and Markets Authority (ESMA) has published its technical advice to the European Commission to facilitate the effective...
This week's edition of Corporate weekly highlights includes news of confirmation from the government that it intends to proceed, in 2027, to replace...
Tax analysis: On 28 April 2025, the government announced a package of technical tax policy proposals aimed at simplifying and reforming the tax system...
Latest Corporate Practice Notes
Implementation of the Economic Crime and Corporate Transparency Act 2023The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received...
UK listing and prospectus regime reform—progress trackerThe UK Listing Review was launched by HM Treasury at the end of 2020 to gather evidence and...
Schemes of arrangement—process and statutory frameworkSchemes of arrangement—definition and basis in statuteA scheme of arrangement is a...
Secondary equity offers—training materialsThese training materials consist of template PowerPoint slides that can be used as the basis of one or more...
Types of secondary offersIntroductionWhere a company:•listed on the Official List of the Financial Conduct Authority and admitted to trading on the...
Latest Corporate Precedents
Resolution—disapplying or modifying pre-emption rights on a specific allotment—specific or general authority to allot—private company or public...
Board minutes—secondary offers—placing and/or open offer—approving allotment of sharesCompany number:: [insert number][insert company name][Plc OR...
Board minutes—private M&A—asset purchase—exchange and completion—buyerCompany number: [insert company number][insert company name] [limited OR...
Written resolution—completion of investment agreement—members—newcoCompany number: [insert number]The companies act 2006Private company limited by...
Articles of association—joint venture company—deadlock (50:50)—individuals as shareholdersPrivate Company Limited By SharesArticles of Association of...
Latest Corporate Q&As
Featured Corporate content
Sub-division and consolidation of shares
Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...
A company’s constitution
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Removal of a director
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Takeover Code—Rule 34—Right of withdrawal
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
Directors’ remuneration
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Issue of redeemable shares
Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...
De facto and shadow directors
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
Private equity investment—ratchets
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Fiduciary duties of directors
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Companies limited by guarantee
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Directors’ board meetings—fundamentals
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
Amending the articles of association
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
Drag along and tag along—fundamentals
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
Powers of directors
Powers of directorsThe directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of...
Companies House filing procedures
Companies House filing proceduresFiling documents at Companies House may be one of the most simple tasks a corporate lawyer ever has to carry out in...
Articles of association—provisions for entrenchment
Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
Company names and business names
Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....
Sale of treasury shares
Sale of treasury sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
Associated legal terms
Blue Book
See Code.
Quorum
The minimum number of qualifying individuals required to conduct valid business at either a general meeting of the shareholders or a meeting of the board of directors. If there are insufficient people the meeting is said to be inquorate and any resolutions passed at the meeting will be invalid. Subject to the articles of association, two qualifying persons present at a meeting of the company are a quorum, unless they are both a qualifying person as the representative of the same corporation or as proxy of the same member (CA 2006, s 318). In the case of single member companies, one qualifying person present at a meeting is a quorum (CA 2006, s 318).
Redenomination reserve
A company limited by shares that passes a resolution to redenominate its share capital may reduce its share capital pursuant to an expedited procedure. The reduction of capital under this provision must be for the purpose of adjusting the nominal values of the redenominated shares to obtain values that are, in the opinion of the company, more suitable. The amount by which a company's share capital is reduced in connection with redenomination must be transferred to a reserve, called the redenomination reserve. This reserve may be applied by the company in paying up shares to be allotted to members as fully paid bonus shares. The amount by which a company’s share capital is reduced must not exceed 10% of the nominal value of the company's allotted share capital immediately after the reduction. Subject to that, the provisions of the CA 2006 relating to the reduction of a company's share capital apply as if the redenomination reserve were paid-up share capital of the company.
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