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 FRC’s decision to launch a consultation on its Draft Annual Plan and Budget 2026–27,...
The European Parliament has approved a provisional agreement on updated sustainability reporting and due diligence rules as part of the 'Omnibus I'...
The GC100 has published guidance for virtual meetings of shareholders. This guidance sets out eight provisions including: the importance of promoting...
The Financial Reporting Council (FRC) has opened a consultation on its Draft Annual Plan and Budget for 2026–27. The draft plan sets out the FRC's...
The Takeover Panel’s Code Committee has made amendments to the Takeover Code. The changes include updates to Rule 2.9 requiring offeree companies and...
How are individuals taxed on distributions received from companies?Forthcoming change: Clause 4 of the Finance Bill 2026 (as introduced) makes...
MLD5 and UK implementation—key provisions for financial services firms—one minute guideAdoption of MLD5 and implementation in the UKThe Fifth Money...
MLD4 and UK implementation—key provisions for financial services firms—one minute guide [Archived]ARCHIVED: This Practice Note is archived and is no...
An introduction to short selling in the UKSTOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, along with an...
Underwater share optionsWhat is an underwater share option?'Underwater option' is the term used to describe a share option (granted under any share...
Letter—resignation from directorshipThe [Company Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name]...
Novation agreement—long formThis Agreement is made on [date]Parties1[insert name of party] [of OR a company incorporated in [England and Wales] under...
Declaration of trust for the transfer of sharesFORTHCOMING CHANGE: Following a call for evidence in 2020, the resulting outcome published in 2021,...
Subscription agreement for growth sharesThis Agreement is made on [insert date of execution of the share option agreement]Parties1[insert name of...
Assignment of intellectual property rights (asset purchase) (short form)This Agreement is made on [insert date] (the Commencement Date) between the...
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...
Under Rule 8, a Dealing Disclosure is required after a person deals in relevant securities of any party to the offer. If a party to the offer or any person acting in concert with it deals in relevant securities of any party to the offer, it must make a Dealing Disclosure by no later than 12 noon on the business day following the date of the dealing. If a person is, or becomes, interested in 1% or more of any class of relevant securities of any party to the offer, it must make a Dealing Disclosure if it deals in any relevant securities of any party to the offer (including by means of an option in respect of, or a derivative referenced to, relevant securities) by no later than 3.30 pm on the business day following the date of the dealing.
The re-registration of a public company limited by shares as a private company limited by shares or by a private company limited by guarantee.
The unconditional date is Day 60 or any earlier date specified by an offeror as being the latest date by which all of the conditions to the offer must be satisfied or waived.