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 European Medicines Agency (EMA) has published a concept paper, proposing the establishment of a European Platform for Regulatory Science Research....
The Council of the EU has announced its adoption of the Regulation on the transparency and integrity of Environmental, Social and Governance (ESG)...
Glass Lewis has published its 2025 proxy voting policy guidelines for the US, UK, and Europe. The updated guidelines, effective from 1 January 2025,...
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 52. This issue covers issuers’ ability to identify and make public...
In the Mansion House Speech 2024, delivered on 14 November 2024, the Chancellor of the Exchequer, the Rt Hon Rachel Reeves MP, announced that the...
Insider dealing—the criminal offenceThe criminal law relating to insider dealing is contained in Part V of the Criminal Justice Act 1993 (CJA 1993)....
Takeover Code—Rule 2—Secrecy before announcements; the timing and contents of announcementsThis Resource Note outlines the main provisions of Rule 2...
Takeover Code—Rule 5—Timing restrictions on acquisitionsThis Resource Note outlines the main provisions of Rule 5 of The City Code on Takeovers and...
Takeover Code—Rule 4—Restrictions on dealingsThis Resource Note outlines the main provisions of Rule 4 of The City Code on Takeovers and Mergers...
Takeover Code—Rule 3—Independent adviceThis Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code),...
Retained EU law—training materials [Archived]ARCHIVED: This Precedent has been archived and is not maintained.These training materials consist of...
Share purchase agreement—pro-seller—individual sellers—conditional—long formThis Agreement is made on [insert day and month] 20[insert...
Share purchase agreement—pro-seller—corporate seller—unconditional—long formThis Agreement is made on [insert day and month] 20[insert...
Share purchase agreement—pro-buyer—corporate seller—short formThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
Share purchase agreement—pro-buyer—corporate seller—unconditional—long formThis Agreement is made on [insert day and month] 20[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)...
The process by which a company buys back shares held by a financial investor, such as a private equity firm. This is one exit route for private equity funds.
When a team of managers buys into a company from outside, taking a majority stake, it is likely to need equity'>private equity financing. An MBI is likely to happen if the internal management lacks expertise or the funding needed to ‘buy out’ the company from within. It can also happen if there are succession issues—in family businesses, for example, there may be nobody available to take over the management of the company. An MBI can be slightly riskier than an MBO because the new management will not be as familiar with the way the company works.
Limitations of liability provisions limiting the seller's liability for breach of the warranties will typically be included in the SPA/APA.