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GLOSSARY

Issued share capital definition

Published by a LexisNexis Pensions expert

What does Issued share capital mean?

The portion of a company's authorised capital that has been issued by the company.

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SDLT—meaning of group

SDLT—meaning of group An exemption from stamp duty land tax (SDLT) can be claimed where an interest in land is acquired (a land transaction) by one body corporate (referred to as the purchaser in the legislation) from another body corporate (referred to as the vendor in the legislation) provided that, at the effective date of the land transaction: • both bodies corporate are members of the same SDLT group, and • the anti-avoidance provisions do not apply to bar relief See Practice Note: SDLT group relief for more information. Even if a transaction legitimately qualifies for relief, certain post-transaction events can result in all, or a proportionate part of, the relief being clawed back. See Practice Note: Clawback of SDLT group relief for more detail. SDLT ceased to apply to any land transaction involving any interests in or over land in Scotland from 1 April 2015. From that date, land and buildings transaction tax (LBTT) applies to such transactions, subject to transitional provisions. Consequently, references in this...

Structuring a takeover—offers vs schemes of arrangement

Structuring a takeover—offers vs schemes of arrangement This Practice Note contrasts and compares the principal features of the two most commonly utilised transaction structures for the acquisition of a UK public limited company (or any other company governed by the City Code on Takeovers and Mergers (Code)), ie takeover offers and schemes of arrangement, and examines the key differences between the structures. This Practice Note includes a summary table: Key advantages and disadvantages of offers and schemes, but for a more detailed look at the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two primary methods of implementing a takeover of a UK public company: • by way of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 (CA 2006) • by way of a scheme of arrangement under CA 2006, Pt 26 (scheme) While takeovers of a UK public...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Deed of contribution—private M&A—share purchase

Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...

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Competition weekly highlights—17 April 2025

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the Court of Appeal's judgment dismissing an appeal against a CAT ruling approving litigation funding arrangements regarding a damages action brought against Apple alleging abuse of dominance in the supply of Apple iPhones, (2) publication by Ofwat of its revised approach to water and wastewater mergers, (3) the CMA's decision to fine Keysight Technologies for failing to provide documents to the CMA during a phase 1 merger investigation, and (4) the CMA's decision to launch a call for inputs to inform its review of the Subsidy Control Act 2022.

UK Competition law—daily round-up (15/04/2025)

A round-up of UK competition law developments, including (i) the CMA fines Keysight Technologies for failing to provide documents to the CMA during phase 1 investigation and (ii) the CMA calls for inputs on review of the Subsidy Control Act 2022

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