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.
This week’s edition of Corporate weekly highlights includes the European Commission’s consultation on revisions to the European Sustainability...
The European Commission has launched a consultation seeking feedback on a draft delegated regulation revising the European Sustainability Reporting...
The European Commission has opened a four-week public consultation on a proposed draft delegated regulation establishing voluntary sustainability...
The European Securities and Markets Authority (ESMA) has published a call for evidence (CfE) presenting a data-driven analysis of the evolution of...
The Financial Reporting Council (FRC) has published its final revisions to ISA (UK) 240 on auditors’ responsibilities relating to fraud and ISA (UK)...
EHS questionnaireThe buyer’s solicitors prepare a legal due diligence questionnaire (DDQ) in the preliminary or due diligence phase. In some...
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...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single,...
The Companies Act 2006 (CA 2006) contains provisions that restrict and control substantial property transactions entered into between a company and...
This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited partnerships formed under the Limited...
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Stamp duty and SDRT will, in 2027, be replaced with a single,...
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
Project [insert name of project]Prepared for [Insert addressee name][Insert date of report]INDEXREPORTA. IntroductionB. Executive summaryC. Detailed...
Dated [insert date] IntroductionThis legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the...
THIS DEED is made on [insert date]Parties1[Insert name of director] of [insert address of the director] (the Director);2[Insert name of company], a...
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 certificate or other instrument which confers contractual or property rights (other than rights consisting of options) in respect of any share (or certain other security) held by another person or depositary and the transfer of which may be effected without requiring the consent of that other person or depositary. Certificates representing certain securities are also known as depositary receipts or global depositary receipts and can be admitted to listing on the standard segment of the Official List under Chapter 18 of the Listing Rules.
A director, officer or agents thereof are liable to account to the company for accepting gifts from promoters during the time of promotion.
Guidance set out in the FCA’s DTRs relating to the disclosure and control of inside information and transactions by persons discharging managerial responsibilities. Part of the continuing obligations regime.