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.
This week's edition of Corporate weekly highlights includes: the FCA's new sustainability disclosure requirements for listed issuers, applying UK...
The Financial Conduct Authority (FCA) has published a primary market checklist for issuers preparing a transfer of listing circular for FCA approval...
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 66....
The Financial Conduct Authority (FCA) has published PS26/19: Aligning listed issuers’ sustainability disclosures with international standards, with...
The Financial Reporting Council (FRC) has published its 2026 ‘Annual Review of Corporate Reporting’. It found that reporting quality among FTSE 350...
IntroductionOn 27 February 2023 UK Prime Minster Rishi Sunak and EU Commission President Ursula von der Leyen reached a deal on the post-Brexit rules...
A private equity transaction, ie a buyout, venture capital or development capital transaction, will involve the investment by a private equity (or...
Disclosure of interests and dealingsThe disclosure of shareholdings and dealings prior to and during a takeover offer is the subject of substantial...
This Practice Note considers the concept of independence under the UK Corporate Governance Code and other best practice guidance, including the...
The key documents for a buyout are:•a sale and purchase agreement•articles of association for the investee company or its parent company which will...
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
Company number: [insert company number][insert company name] [limited OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert...
Strictly private and confidential To: [Insert potential seller name][Insert potential seller address] (the Seller)FAO: [Insert name of relevant...
[insert company name] [LIMITED OR PLC]Minutes of a meeting of the board of directors of [insert full name of company] (the Company)held at [insert...
Dated [insert date] IntroductionThis legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (Newco) of the entire...
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...
Shares or other securities which are represented by entry on an electronic depositary system such as CREST, rather than by a traditional paper certificate. Also known as uncertificated.
Options granted by qualifying trading companies to specific employees under one of the most popular tax-favourable share incentive schemes in the UK. EMI options were introduced in the Finance Act 2000 and are intended to assist smaller high-risk companies to recruit and retain employees of high calibre. EMI options aim to do this by providing a number of significant tax reliefs for employees in companies which satisfy the qualifying conditions set out in the Income Tax (Earnings and Pensions) Act 2003, Sch 5 (ITEPA 2003).
The principal UK stock exchange for the trading of equity and debt securities. It is a UK Recognised Investment Exchange and operates several markets which include the Main Market (a UK regulated market) and AIM (a UK multilateral trading facility).