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 Financial Conduct Authority (FCA) has published the outcomes from a multi-firm review of market soundings in UK equity capital markets...
This week's edition of Corporate weekly highlights includes: the QCA’s response to an FCA consultation on the proposed UK Sustainability Reporting...
The Quoted Companies Alliance (QCA) has submitted its response to the Financial Conduct Authority’s (FCA) consultation CP26/5 on the proposed UK...
Corporate analysis: Market Standards has conducted research to examine the current trends in UK public M&A for the period 1 January 2026 to 31 March...
This week's edition of Corporate weekly highlights includes news of Primary Market Bulletin 62 and updated guidance on how employers may produce...
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and...
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and...
This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection.Drafting the share purchase agreementThe private...
Drafting and negotiating the share purchase agreementThe buyer's lawyers will generally prepare the first draft of the share purchase agreement (SPA)....
STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and...
This Agreement is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in Schedule 1...
This Agreement is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in Schedule 1...
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
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...
A primary information provider acts as a regulatory information service or RIS and disseminates information an issuer is required to disclose under the Listing Rules, DTR and articles 17 to 19 of the UK Market Abuse Regulation. The FCA must approve a person to act as a primary information provider under FSMA 2000, s 89 and maintains a list of approved primary information providers on its website.
The measure of losses used in the calculation of distributable profits. References to realised losses, in relation to a company's accounts, are to such losses of the company as fall to be treated as realised in accordance with principles generally accepted at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised losses (CA 2006, s 853(4)).
Note 1 of the Notes on Dispensations from Rule 9 provides that the Panel will normally waive the obligation to make a mandatory offer under Rule 9 when the issue of new securities as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make such an offer, if there is an independent vote at a shareholders’ meeting. Appendix 1 sets out the Rule 9 waiver/whitewash procedure.