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 Reporting Council (FRC) has released updates to relevant existing publications in response to the Government’s changes to UK company...
This week's edition of Corporate weekly highlights includes: Companies House’s (a) publication of two guidance documents on identity verification, and...
Companies House has published two guidance documents on identity verification. The first document outlines who needs to verify their identity, the...
Companies House has launched a new registration service, allowing third-party corporate service providers, such as accountants, legal professionals,...
HM Treasury has published a near-final draft Statutory Instrument (SI) aimed at reforming the Markets in Financial Instruments Directive (MiFID)...
Taxation of UK LLPsA UK limited liability partnership (LLP) is a body corporate for company law purposes, but is generally taxed as though it were a...
UK regulation of alternative investment fund managers—essentialsThis Practice Note explores key elements of the UK regime for alternative investment...
Key tax considerations in an asset saleThe sale of a company's business can be structured as either:•a sale of the business assets owned by the...
Analysis of UK annual remuneration reporting requirements—quoted companies and unquoted traded companiesFORTHCOMING CHANGE: On 5 March 2025 the...
Listed and public company issues—share and asset purchasesThis Practice Note outlines the issues that arise in a private M&A transaction (whether...
Loan note instrument—non-leveraged investment—corporate investors£ [insert number][insert rate]% [subordinated ]redeemable loan notes20[insert...
Return of capital provisions—articles—private equity or venture capitalInsert the following as new definitions (if not already included) in the...
Resolution—amending the articles of associationSpecial resolutionThat the articles...
Execution clause (Scotland)—ordinary execution by a corporate general partner for a limited partnershipSubscribed for and on behalf of [insert name of...
Execution clause (Scotland)—self-proving execution by corporate member(s) signing on behalf of a limited liability partnershipOption 1—self-proving...
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)...
An acceleration statement is a statement in which an offeror brings forward the latest date by which all of the conditions to the offer must be satisfied or waived.
The principal function of the Hearings Committee is to review rulings of the Executive. The Hearings Committee also hears disciplinary proceedings instituted by the Executive when the Executive considers that there has been a breach of the Code. See Sections 4(c) and 7 of the Introduction to the Code.
A company whose equity share capital is included on the Official List in accordance with the provisions of FSMA 2000, Pt 6, or is officially listed in an EEA State, or is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq (CA 2006, s 385(2)). See also listed company.