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 publication of the FCA’s final rules for the PISCES sandbox to allow trading in private...
The European Securities and Markets Authority (ESMA) has published final reports on the EU Prospectus Regulation (Regulation (EU) 2017/1129) and...
The Financial Conduct Authority (FCA) has published policy statement PS25/6, establishing the final rules for the Private Intermittent Securities and...
This week's edition of Corporate weekly highlights includes news of the FCA publishing the UK Stewardship Code 2026, launching of a consultation on...
The Financial Conduct Authority (FCA) has published Policy Statement PS25/5, introducing the new Enforcement Guide (ENFG), which replaces the previous...
Key differences relating to legal entities under Scots lawSTOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received...
Types of set-offThere are five main types of set-off:•independent set-off (sometimes known as legal set-off or statutory set-off)•transaction set-off...
Virtual execution under Scots lawThe rules regarding Scottish electronic documents and their execution are contained in:•the Requirements of Writing...
Control of asbestos—duty to manageThe Control of Asbestos Regulations 2012, SI 2012/632 (CAR 2012) place various duties on employers to protect...
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...
Declaration of trust for the transfer of sharesFORTHCOMING CHANGE: Following the call for evidence in 2020, the resulting outcome published in 2021,...
Share consideration provisions—share purchase agreement—private limited companyInsert the following definitions as new definitions into clause 1 of...
Subscription agreement—short formThis Agreement is made on [insert date]Parties1[Insert name of company in which the shares are to be held]...
Retained EU law—training materials [Archived]ARCHIVED: This Precedent has been archived and is not maintained.These training materials consist of...
Clause for PAYE and NICs obligations on transferring employees’ options following a subsidiary sale1Seller Share Options1.1This clause shall apply in...
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...
Securities of an AIM company admitted to trading on AIM.
Along with the Listing Rules and Prospectus Rules, the DTRs are part of the FCA Handbook, sometimes collectively known as the Part 6 Rules (deriving as they do from FSMA 2000, Pt 6). The DTRs are maintained by the FCA and apply to companies whose shares are admitted to the Official List and traded on the London Stock Exchange (LSE), but, other than DTR 5, not companies whose securities are quoted on AIM or companies with debt securities listed on the Professional Securities Market, which do not have shares or other securities traded on the LSE or another regulated market.
A draft (proposed) UK accounting standard issued by the FRC.