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 Primary Market Bulletin 52. This issue covers issuers’ ability to identify and make public...
This week's edition of Corporate weekly highlights includes the FRC launching a consultation on updates to the UK Stewardship Code, publication by the...
The International Financial Reporting Standards (IFRS) Foundation has published a report to the Financial Stability Board, highlighting global...
Tax analysis: James McCredie, Partner, and George Apps, Senior Associate at Macfarlanes LLP consider the Autumn Budget 2024 announcements relating to...
The Financial Reporting Council (FRC) has launched a consultation on updates to the UK Stewardship Code, aimed at bolstering economic growth and...
Key definitions under EU data protection lawThis Practice Note provides further guidance on key definitions used in the EU’s General Data Protection...
Data sharing under the EU GDPR and UK GDPR in joint venture and private equity fund transactionsEU GDPR and UK GDPRThis Practice Note provides an...
Different types of short selling in the UKShort selling: the two key typesThe onshored Short Selling Regulation, Assimilated Regulation (EU) 236/2012...
Private equity fundsThis Practice Note considers key attributes of collective investment vehicles designed for investment in unlisted (or public to...
Doing business in: CanadaUpdated in October 2024IntroductionCanada boasts a stable, predictable, and diversified economy. It has the world’s tenth...
Board minutes—sub-division of shares—limited company (other than a listed company or AIM company)Company number: [insert company number][insert...
Board minutes—reconversion of stock to shares—limited company (other than a listed company or AIM company)Company number: [insert company...
Board minutes—payment of cash dividend—private limited company (shares)Company number: [insert company number][insert company name] [LIMITED OR...
Board minutes—payment of dividend in specie—private limited company (shares)Company number: [insert company number][insert company name] [LIMITED OR...
Board minutes—allotment of shares—private company or public company (other than a listed or AIM company)Company number: [insert company number][insert...
Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...
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 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 withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
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 directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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 directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
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—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
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—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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 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 entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
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 sharesA limited company may hold, or deal with, shares in itself, if certain conditions set out in the Companies Act 2006 (CA 2006)...
A company may carry on business under a name other than its registered name. A business name does not require registration at Companies House pursuant to the CA 2006. However business names are subject to a number of rules and offences which are similar to those that apply to registered company names (CA 2006, ss 1192–1199). For further information see Company names and business names.
A company limited by shares is a company whereby the liability of its members is limited to the amount unpaid on the shares held by them.
Weighted (or enhanced) voting rights are included in the articles of association of a company and vary the voting rights of the shares of certain shareholders or classes of shareholder so that such shares have voting rights which are greater than one vote per share, thus allowing them to exercise that number of votes which will result in a resolution being defeated. Such enhancement may be of general or limited application, ie a particular class of shares may have voting rights which are greater than one vote per share at all times and in respect of every resolution put to the vote, or the increase in the voting rights attached to the shares may arise only after a specified event or in certain circumstances (eg upon the issue of new shares, thereby enabling an existing shareholder to maintain a certain percentage of the total voting rights) or only in respect of a particular type of resolution.