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 Market Watch issue 79. This issue covers the FCA’s observations on the failures of market abuse...
This week's edition of Corporate weekly highlights includes news of the publication of a new EU Directive concerning the time limits for the adoption...
Companies House has published a new version of the confirmation statement for a limited liability partnership (LL CS01) form. The form confirms...
This week's edition of Corporate weekly highlights includes news analysis pieces looking at the Takeover Panel’s proposal to narrow the scope of...
Law360, Expert analysis: In March 2024, FTSE Russell, a subsidiary of the London Stock Exchange Group that produces, maintains, licenses and markets...
An introduction to short selling in the UKShort selling, or 'going short', is a technique whereby traders sell shares or debt instruments...
Overview of the EU legal systemIntroduction to the EU legal systemThe EU legal system is sui generis—there is no other legal system it can be compared...
FCPA—who it applies to and what it prohibits (US)What is the FCPA and what does it prohibit?The Foreign and Corrupt Practices Act (FCPA) was enacted...
Doing business in: the USUpdated in April 2023IntroductionThe business environmentForming a companyFinancing a companyOpening a bank accountUtilising...
Sunsetting retained EU law—essentialsRetained EU Law (Revocation and Reform) Act 2023The Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A...
Indicative timetable for a scheme of arrangement under Part 26 of the Companies Act 2006DateActionFrom 98 days before the convening hearingDraft...
Letter to directors in an insolvency situation warning of main legal risksYou recently came to see us/contacted us as a director of a company in...
Anti-bribery and corruption—code of ethicsBribery and corruption remain major issues in world trade, despite the many dedicated efforts to prevent...
Asset purchase agreement—administration saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of company in...
Letter—appointment of non-executive director[To be typed on Company headed notepaper, including the company number]Private & Confidential[Enter name...
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)...
The buyer will determine the purchase price by reference to a set of accounts, but usually a more recent set than the last audited accounts, such as management accounts or a specific set of accounts prepared for the purposes of valuation (the date of such accounts being the locked box date) and any other information available by means of due diligence. The locked box date is the date from which the buyer is treated as having taken economic ownership of the target company/target business. The price is fixed at signing and there is an additional covenant providing the buyer with pound for pound compensation for certain matters taking place between the locked box date and completion.
The CA 2006 makes no distinction between executive and non-executive directors. NEDs essentially have the same duties, responsibilities and potential liabilities under law as executive directors however in the corporate governance arena the NEDs of listed companies should scrutinise the performance of executive management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning (see Provision 13 of the UKCG Code).
A structure that determines the eventual equity allocation between groups of shareholders. A ratchet enables a management team to increase its share of equity in a company if it is performing well. The equity allocation varies, depending on the performance of the company and the rate of return.