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About Corporate Law

Today, you’re advising an entrepreneur on a new start up. Tomorrow, you might be facilitating a fundraising on the financial markets. Whatever the challenge, Lexis+ Corporate is the place to start.

Private mergers and acquisition

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.

Share capital topics

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.

Current awareness, horizon-scanning and trackers

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.

Corporate clients

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.

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Associated legal terms

Affiliated person

In relation to the definition of acting in concert, any undertaking in respect of which any person: (a) has a majority of the shareholders’ or members’ voting rights (b) is a shareholder or member and at the same time has the right to appoint or remove a majority of the members of its board of directors (c) is a shareholder or member and alone controls a majority of the shareholders’ or members’ voting rights pursuant to an agreement entered into with other shareholders or members; or (d) has the power to exercise, or actually exercises, dominant influence or control

Lock-up period

A provision in the underwriting agreement between an investment bank and existing shareholders that prohibits corporate insiders and private equity investors from selling at IPO.

Material adverse change (MAC) clause

Thus gives the buyer a right to terminate the SPA/APA if there is a MAC which affects the business between exchange and completion. This will usually be something which is of significance to the buyer and will be aimed at addressing unforeseen risks, other than breaches of warranties or covenants given by the seller, which may have a materially adverse effect on the business. These risks may include changes in financial markets, economic conditions, interest rates, exchange rates, increases in costs and natural disasters. MAC clauses traditionally can either take the form of: • a condition to completion which entitles the buyer not to complete if the business suffers a MAC between the date of the agreement and completion, or • a warranty/representation from the seller that the business has not suffered a MAC between the date of the agreement and completion, with the buyer given the right to terminate the agreement if the warranty/representation is breached
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