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 Parliament’s Legal Affairs Committee (JURI) has confirmed that it will vote on the proposed sustainability omnibus package (Omnibus I) on...
HM Treasury (HMT) has established the Dematerialisation Market Action Taskforce (DEMAT), chaired by Mark Austin CBE, to advance reforms to the UK’s...
This week's edition of Corporate weekly highlights includes: updated government guidance on information sharing measures under the Economic Crime and...
The Criminal Cases Review Commission (CCRC) Chair Dame Vera Baird KC has directed His Majesty's Crown Prosecution Service Inspectorate (HMCPSI) to...
Institutional Shareholder Services (ISS)-Corporate published its review of the 2025 UK and Ireland AGM season, highlighting a heightened focus on...
Takeover Code—Rule 12—Long-stop dateThis Resource Note outlines the main provisions of Rule 12 of The City Code on Takeovers and Mergers (Code). It...
Takeover Code—Rule 14—Where there is more than one class of share capitalThis Resource Note outlines the main provisions of Rule 14 of The City Code...
Provision of information during an offerThe rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an...
The sponsor—approval and role—prior to 29 July 2024 [Archived]ARCHIVED: This Practice Note has been archived and is not maintained.A significant...
Disclosure of interests and dealings in shares prior to and during a takeoverDisclosure of interests and dealingsThe disclosure of shareholdings and...
Board minutes—private M&A—asset purchase—exchange and completion—sellerCompany number: [insert company name][insert company name] [limited OR plc]...
Articles of association—for shareholders’ agreementPrivate Company Limited By SharesArticles of Association of [insert name of company]...
Heads of terms—private M&A—share purchaseStrictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO:...
Articles of association—non-leveraged investment—single investorCompanies Act 2006Private Company Limited By SharesArticles of Association of [insert...
Board minutes—private M&A—share purchase—exchange—sellerCompany number: [insert company number] [insert company name] [Limited OR plc]Minutes of a...
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...
See Contractual joint venture.
For the purposes of the Code, control means an interest or interests in shares carrying in aggregate 30% or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. See Code: Definitions - 'Control'.
An organisation representing UK company directors, offering advice and support in relation to boardroom practice and governance.