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
This week's edition of Corporate weekly highlights includes: updated HMLR guidance on dissolved overseas entities, the FCA's assessment of T+1...
HM Land Registry (HMLR) has updated Practice Guide 78—Overseas entities. A new section entitled Dissolution of overseas entities has been added to...
The Financial Conduct Authority (FCA) has published a blog by Jamie Bell, Head of Capital Markets, assessing market participant readiness for the UK's...
Commission Delegated Regulation (EU) 2026/1061, amending Delegated Regulation (EU) 2019/980 on the format, content, scrutiny and approval of...
This week's edition of Corporate weekly highlights includes: an updated ECCTA 2023 transition plan from Companies House with delays to presenter...
Latest Corporate Practice Notes
This Practice Note considers derivative claims. It provides a broad overview of common law and statutory derivative claims, with reference to CPR...
STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a...
Guarantees are typically used in banking transactions as a form of collateral for a debt. For information on the characteristics of guarantees, see...
ARCHIVED: This Practice Note has been archived and is not maintained.This Practice Note:•explains where to find information on the latest Brexit...
This Practice Note:•gives an overview of the three main forms of fund finance:◦capital call facilities (also known as equity bridge facilities)◦net...
Latest Corporate Precedents
This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number [insert company number] whose...
For the Annual General Meeting of[Name of company]to be held on[Date]at [venue]1IntroductionGood morning Ladies and Gentlemen. I am [insert name], the...
For the Annual General Meeting of[Name of company]to be held on[Date]at [venue]1Demand for a poll by Chair on a resolution[Resolution [insert no.] has...
For the Annual General Meeting of[Name of company]to be held on[Date]at [venue]1IntroductionGood morning Ladies and Gentlemen. I am [insert name], the...
This Agreement is made on [date]Parties1[Name of company], a company incorporated in England with registered number [number] whose registered office...
Latest Corporate Q&As
Featured Corporate content
Separate legal personality and the corporate veil
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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...
Allotment and issue of shares—fundamentals
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 shares
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 company
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 director
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Unlimited companies
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—fundamentals
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—ratchets
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Directors’ remuneration
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—fundamentals
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 agreements
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 procedure
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 guarantee
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)
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 registers
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
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...
Share certificates
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
Associated legal terms
Cash box placing
A share for share exchange for the purposes of the Companies Act 2006 (CA 2006), falling under the exception to pre-emption rights for an issue where the consideration is non-cash consideration. Under a cash box placing, a SPV is incorporated as a subsidiary of the buyer. An investment bank subscribes for the SPV’s preference shares, providing the SPV with cash. The investment bank funds the subscription price for the SPV’s preference shares out of the proceeds of a placing of equity securities of the buyer (the placees paying the offer price into an account set up for and on behalf of the investment bank). The buyer then allots and issues shares to these placees in consideration of the transfer of the preference shares in the SPV (whose asset is the cash from the placing) from the investment bank (CA 2006, ss 561 and 565).
Class 1 circular
An circular'>explanatory circular relating to a class 1 transaction (or a transaction which must comply with the requirements of a class 1 transaction) which must be sent to shareholders and comply with the requirements for content and approval set out in Chapter 13 of the Listing Rules.
Risk factors
In the context of the UK prospectus regime, risks which are specific to an issuer and/or its securities and which are material for taking investment decisions. The UK Prospectus Regulation prescribes the risk factors which must be disclosed in a prospectus and how they should be presented.
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