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.
Companies House has published an equality impact assessment of its identity verification service and Registrar verification routes. The assessment...
This week's edition of Corporate weekly highlights includes the issuing of FRS 101 amendments by the FRC, the publication of the WFE’s draft...
The World Federation of Exchanges (WFE), the industry association for exchanges and clearing houses, has published industry-backed Transition Equity...
The Financial Reporting Council (FRC) has issued Amendments to FRS 101 Reduced Disclosure Framework – 2025/26 cycle, concluding its latest annual...
This week's edition of Corporate weekly highlights includes: details of Parliament’s withdrawal of the draft Register of Overseas Entities and LLP...
Updated in April 2026IntroductionTürkiye has been at the centre of the global political scene as a result of its position in the Syrian war in the...
This resource kit contains a list of the key practical guidance available across Lexis+® UK that deals with artificial intelligence (AI). It is laid...
General duties under the Companies Act 2006Section 172(1) of the Companies Act 2006 (CA 2006) creates a general duty on a director to:‘… act in the...
When an overseas company opens an establishment which carries on business in the United Kingdom, it may have to register its particulars with...
This Practice Note tracks the progress of UK legislation introduced as part of the legislative project associated with the UK’s withdrawal from the...
Strictly private and confidentialTo: [insert buyer name][insert buyer address]Date: [insert date]Dear [insert buyer contact name],Proposed acquisition...
This Deed is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and Wales...
References to ‘UKLR’ are to the UK Listing Rules, to ‘PRM’ are to the Prospectus Rules: Admission to Trading on a Regulated Market, to ‘DTR’ are to...
[insert name of offeror]Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company)held at [insert...
this document is important and requires your immediate attentionIf you are in any doubt as to any aspect of the proposals referred to in this document...
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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—fundamentalsSTOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which...
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 companyThis Practice Note summarises the law, guidelines and market practice relating to the...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
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—fundamentalsThis fundamentals note considers some of the key characteristics of loan notes which may be issued by a private limited company...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
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—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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 procedureThere are a number of circumstances in which shares in a company may be transferred, the most common of which are...
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)This Practice Note summarises the law relating to quorum requirements for a company’s general...
Company records—a company's statutory registersThe Companies Act 2006 (CA 2006) requires companies to keep the following statutory registers:•the...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Share certificatesShares in a company can be issued as certificated shares or uncertificated shares.Shares issued by private companies and unlisted...
A share in a company where ownership is evidenced by the physical certificate rather than entry on the register of members. Companies in the UK are required to have a register, so bearer shares are unusual and most likely to arise where anonymity of beneficial ownership is sought. Since 26 May 2015, a company has been prohibited from issuing bearer shares. In the nine month period ending on 26 February 2016, any existing bearer shareholders must surrender their shares to the company and have them exchanged for registered shares. If the bearer shares are not surrendered and exchanged, the company will cancel such shares and relevant monies will be paid into court by the company.
The end of a partnership followed by a winding up of its affairs.
Some company acquisitions that involve a corporate buyer will be structured so that the consideration payable is the issue of new shares by the buying company. The selling shareholders exchange their existing shares for new shares issued by the corporate buyer instead of, or as well as, receiving cash.