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 European Central Bank (ECB) has published a report on Facilitating the exercise of investor rights: Measures to contribute to a Savings and...
Dispute Resolution analysis: The Court of Appeal considered when a director’s pursuit of corporate opportunities after the breakdown of a...
The Department for Business and Trade (DBT) has published its third annual progress report on the implementation and operation of Parts 1–3 of the...
This week's edition of Corporate weekly highlights includes: Companies House's account filing reforms under ECCTA 2023, CGI's updated guidance on...
Law360, London: Claims are increasing under insurance policies designed to protect dealmakers from unexpected liabilities identified after corporate...
The Bribery Act 2010 (BA 2010) criminalises:•bribing another person (active bribery)•soliciting or accepting a bribe (passive bribery)•bribing a...
What is littering?Litter can be anything from a crisp packet to a bag of rubbish. All litter is unsightly and causes untidiness. Common litter items...
The purpose of this Practice Note is to:•summarise section 216 of the Insolvency Act 1986 (IA 1986)•discuss the exceptions to that section and how...
This Practice Note considers how to pursue a breach of warranty claim in the context of warranties provided in a share sale and purchase agreement...
Meaning of ‘non-executive director’The general definition of ‘director’ is not exhaustive. The Companies Act 2006 (CA 2006) provides that the term...
[On headed notepaper of issuer]Strictly private and confidentialTo: [insert name of the person discharging managerial responsibility][insert address...
[insert name of offeror][PLC OR Limited]Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the...
[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...
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...
An individual (whether another director or any other person) appointed by a director to exercise that director’s powers and carry out that director’s responsibilities in relation to the taking of decisions by the directors, in the absence of the alternate's appointor.
The report on the annual accounts of a company prepared by the company's auditor.
Under the CA 1985, private companies had to pass elective resolutions in order to benefit from a relaxed administrative regime. Elective resolutions had to be passed by unanimous agreement in general meeting of the company by all the members entitled to attend and vote at the meeting in person or by proxy (or corporate representative) and a period of 21 days' notice of the resolutions had to be given (unless all members entitled to attend and vote at the meeting agreed to a shorter period).