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 launched its 46th Quarterly Consultation, proposing regulatory changes across several sectors. A key...
This week's edition of Corporate weekly highlights includes amendments made to the Companies Act 2014 in Ireland by the Companies (Corporate...
Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be...
The Financial Conduct Authority (FCA) has issued the second phase of its consultation paper CP24/2 on proposals to increase transparency in...
This week's edition of Corporate weekly highlights includes publication by the FRC of its Annual Review of Corporate Governance Reporting for 2024,...
Execution of contracts—jurisdictional guideThis guide sets out the requirements for executing simple contracts in various international jurisdictions....
United Kingdom FDI control—National Security and Investment Act 2021A conversation with Jacqueline Vallat, partnerand Isobel Thomas, associate, in the...
Debarment for bribery convictionsFORTHCOMING CHANGE: On 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) come into force....
Deferred share bonus plans—UK listing rules and shareholder approvalThis Practice Note details the obligations placed on quoted companies in respect...
Taxation in corporate insolvency—the principal issues in outlineTaxation and insolvencyThere are relatively few specific rules governing the UK...
Board briefing note—environmental reporting—quoted companiesMemorandum prepared by [Name of Firm]For the directors of[insert company name] (the...
Partnership agreementThis Partnership Agreement is made on [date]Parties1[Name of partner], of [address]2[Name of partner], of [address]3[Name of...
Share purchase agreement—auction saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate...
Share purchase agreement—pro-buyer—individual sellers—unconditional—long formThis Agreement is made on [insert day and month] 20[insert...
Subscription and shareholders’ agreement—multiple investorsThis Agreement is made on [insert date]Parties1[Insert name of company in which the shares...
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)...
Under the CA 1985, an extraordinary resolution was a type of resolution required to be passed for certain matters, eg modifying the rights of classes of shareholders or winding-up. It was passed in the same way as a special resolution; by at least 75% of the members voting in person or by proxy or corporate representative at a general meeting. Extraordinary resolutions have ceased to exist under the CA 2006. However, the terminology is still occasionally used by companies that refer to extraordinary resolutions (and extraordinary general meetings) in their articles of association.
See Pensions & Lifetime Savings Association.
References in the Code to shares, including when used in other expressions such as shareholders (but excluding equity share capital), include securities, and vice versa. In paragraph 3(a)(iii) and in the second paragraph of Section 3(b) of the Introduction to the Code, the securities referred to are only transferable securities carrying voting rights. In paragraphs 3(a)(i) and (ii) and in the first paragraph of Section 3(b) of the Introduction, the shares/securities referred to are only those shares/securities comprised in the company’s equity share capital (whether voting or non-voting) and other transferable securities carrying voting rights.