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 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...
Member States were required to transpose Directive(EU) 2022/2381 (Gender Balance on Corporate Boards Directive) into national law by 28 December 2024....
The Financial Conduct Authority (FCA) has published Policy Statement PS24/19: Enhancing the National Storage Mechanism in which it summarises the...
Litter enforcement, fly-tipping offences and abandoned vehiclesWhat is littering?Litter can be anything from a crisp packet to a bag of rubbish. All...
Environmental Permitting Regulations 2016—enforcement, offences and civil sanctionsEnvironmental Permitting (England and Wales) Regulations 2016On 1...
Packaging waste—producer responsibility obligationsThe Producer Responsibility Obligations (Packaging Waste) Regulations 2007, SI 2007/871 (PRO(PW)R...
Declaration of a director's interests—the statutory provisionsA director who is in any way, directly or indirectly, interested in:•a proposed...
Overseas companies with an establishment in the UKWhen an overseas company opens an establishment which carries on business in the United Kingdom, it...
Letter—appointment of non-executive director[To be typed on Company headed notepaper, including the company number]Private & Confidential[Enter name...
Heads of terms—non-leveraged investment—equity[On letterhead of the Investor]Strictly private and confidential[insert company name][insert company...
Letter—appointment of non-executive chair of the board[To be typed on Company headed notepaper, including the company number]Private &...
Election—capital allowances apportionment on sale of land—CAA 2001, s 198[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's...
Confidentiality and standstill agreement—public company takeover[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe...
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)...
A share for share exchange for the purposes of the Companies Act 2006 (CA 2006), falling under the exception to pre-emption rights for an issue where the consideration is non-cash consideration. Under a cash box placing, a SPV is incorporated as a subsidiary of the buyer. An investment bank subscribes for the SPV’s preference shares, providing the SPV with cash. The investment bank funds the subscription price for the SPV’s preference shares out of the proceeds of a placing of equity securities of the buyer (the placees paying the offer price into an account set up for and on behalf of the investment bank). The buyer then allots and issues shares to these placees in consideration of the transfer of the preference shares in the SPV (whose asset is the cash from the placing) from the investment bank (CA 2006, ss 561 and 565).
Listed closed ended investment funds are regulated as AIFs under the AIFMD, as implemented, but also subject to (amongst other things) the UK Prospectus Regulation, Retained Regulation (EU) 2017/1129, the UK Market Abuse Regulation, Retained Regulation (EU) 596/2014 and the Listing Rules as specified in the FCA Handbook, Listing Rules chapter 15.
Arises due to the legal separation of a business entity from those who own it. The liability of the shareholders of a company limited by shares is limited to the amount unpaid, if any, on the shares held by them. This distinguishes companies from sole traders and general partnerships.