Private M&A (intra-group reorganisation)

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Practice notes
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
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2nd Mar
Practice notes
Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...
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1st Mar
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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1st Mar
Practice notes
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
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1st Mar
Practice notes
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
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2nd Mar
Practice notes
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
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2nd Mar
Practice notes
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
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2nd Mar
Practice notes
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
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2nd Mar
Practice notes
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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2nd Mar
Practice notes
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...
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2nd Mar
Practice notes
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...
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1st Mar
Practice notes
Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
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1st Mar
Practice notes
Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....
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1st Mar
Practice notes
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)...
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1st Mar
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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1st Mar
Practice notes
The nature of a general partnership and its legal frameworkSources of partnership lawThe main body of law governing a general partnership formed under...
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1st Mar

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