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.
Law360, Expert analysis: European capital markets have faced significant challenges, prompting legislative efforts to boost competitiveness and...
This week's edition of Corporate weekly highlights includes the publication of ISS’s 2025 Proxy Voting Guidelines; the Home Office response to the...
The International Capital Market Association (ICMA) has published its first quarterly evaluation of market practice and regulatory policy for 2025....
ISS Governance has published its 2025 Proxy Voting Guidelines for the UK and Ireland, which will apply to shareholder meetings held on or after 1...
This week's edition of Corporate weekly highlights includes: final Regulations to align company law provisions for limited liability partnerships with...
Corporate transactions and service provision changes (employment)—data protection issuesFORTHCOMING CHANGE: The Information Commissioner’s Office...
Brexit—enforcement of judgments [Archived]ARCHIVED: This Practice Note has been archived and is not maintained. The UK and EU’s specific proposals for...
No deal Brexit—enforcement of judgments [Archived]ARCHIVED: This Practice Note covers the situation where the UK and the EU do not reach an agreement...
A guide to drafting a majority/minority corporate joint venture agreementMajority/minority joint venture shareholders’ agreementThis Practice Note...
Brexit—impact on private M&A transactions [Archived]ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior...
Transitional services agreement—private M&A—asset purchaseThis Agreement is made on [insert day and month] 20 [insert year]Parties1[Insert name of...
Heads of terms—private M&A—asset purchaseStrictly private and confidential To: [Insert potential seller name][Insert potential seller address] (the...
Confidentiality agreement—private M&A—share purchase—auction saleThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert...
Confidentiality agreement—private M&A—share purchase—corporate seller—short formThis Agreement is made on [insert day and month] 20[insert...
Joint venture shareholders’ agreement—majority/minorityThis Agreement is made on [insert date] 20[insert year]Parties1[Insert name of first...
Sub-division and consolidation of sharesCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other...
A company’s constitutionWhat is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as...
Removal of a directorThis note should be read in conjunction with Practice Note: Appointment, retirement and resignation of a director.For an...
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration...
Issue of redeemable sharesA limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA...
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
Private equity investment—ratchetsA ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees...
Fiduciary duties of directorsThis Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the...
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
Directors’ board meetings—fundamentalsUnlike company general meetings and annual general meetings (AGMs), there are no specific provisions in the...
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
Drag along and tag along—fundamentalsDrag along and tag along rights are common provisions in private equity (PE)/venture capital (VC) and corporate...
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...
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...
Articles of association—provisions for entrenchmentWhat are 'provisions for entrenchment'?The usual way to amend a company's articles of association...
Company names and business namesThere are a number of statutory and regulatory controls and restrictions on the choice of company and business names....
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)...
Although used loosely to describe any two parties that invest alongside each other in the same company, this term has a special meaning when referring to limited partners in a fund. If a limited partner in a fund has co-investment rights, it can invest directly in a company that is also backed by the private equity fund. The institution therefore ends up with two separate stakes in the company—one indirectly through the fund; one directly in the company. Some private equity firms offer co-investment rights to encourage institutions to invest in their funds.
Accounting reserves including the share premium account and capital redemption reserve which companies are prohibited from distributing to shareholders other than in specific circumstances (see CA 2006, ss 610, 733).
A service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide, including preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed company or applicant or in relation to a particular transaction, and including all the sponsor's communications with the FCA in connection with the service.