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An incorporated company is recognised by the law as having a personality which is distinct from the separate personalities of the members of the company.
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Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...
Guidelines for directors—maintaining non-UK tax residence of a non-UK company—checklist A non-UK incorporated company becomes UK tax resident under the UK's domestic residence rules if it becomes centrally managed and controlled in the UK. Although some non-UK incorporated companies may wish to become UK tax resident, many do not. This Checklist: • summarises key guidelines that a non-UK incorporated company's board should aim to follow in order to reduce the risk that the non-UK incorporated company may become centrally managed and controlled, and therefore tax resident, in the UK—this Checklist may serve as a reminder for the directors • is relevant to non-UK incorporated companies that have some connection to the UK that gives rise to the risk that it may become UK tax resident, such as a non-UK incorporated company: ◦ where at least one (if not more) of its directors is/are UK tax resident ◦ that has its shares or debt securities listed on a recognised stock exchange in the UK, such as the Main Market of the...
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STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. It is intended to enhance corporate transparency in the UK, principally through Companies House reforms and amendments to provisions of the Companies Act 2006. It also seeks to modernise the regulatory framework for limited partnerships and create stronger powers to tackle economic crime. ECCTA 2023 is to come into force in stages. A number of its provisions came into force on 4 March 2024 and may impact this content. For further information, see Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023, particularly the legislation and consultation tracker.What is a company?A company is a separate legal entity, distinct from its members. It is owned by its members and it is managed by its directors. It is regulated by the Companies Act 2006 (CA 2006).The company is a very commonly used business vehicle; there are over 5 million registered companies in...
Documentary relaxation clauses This Practice Note explains various aspects of a documentary ‘relaxation’ or ‘release’ clause, which is often included in leveraged buy-out (LBO) facility agreements. It also examines the most frequently encountered trigger conditions, common methods of relaxing requirements to provisions in the facility agreement and certain points to consider when negotiating this clause. This Practice Note assumes a certain level of understanding of leveraged finance structures and documentation. For introductory information, see Practice Notes: Introductory guide to acquisition finance and Introductory guide to leveraged finance facilities agreements. The Glossary of acquisition finance terms and jargon may also be helpful. Background Traditionally, leveraged buy-out (LBO) facility agreements have imposed tight restrictions on the group's activities and included stringent mandatory prepayment obligations due to the high leverage. Private equity sponsors often take the view that, while restrictions may be warranted while the balance sheet is highly leveraged, should the group substantially deleverage, tight controls are unnecessary. Deleveraging may occur either due to: • a combination of earnings...
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Timetable—initial listing on the Official List and admission to the Main Market This precedent is an indicative timetable for a company undertaking an IPO of equity shares in the UK and seeking admission to trading on the Main Market of the London Stock Exchange and listing in the equity shares (commercial companies) category of the Official List of the FCA. It is drafted on the assumption that the company undertaking the IPO is a UK incorporated company and the IPO involves a placing of equity shares to institutional investors. The UK prospectus regime is subject to reform and the outcome may have an impact on the IPO timetable. The FCA is due to finalise new rules on public offers and admissions to trading in H1 2025, for more details see the ‘Notes’ section at the end of this document and Practice Note: UK prospectus regime reform. 5 to 6 months before pricing: pre-IPO preparation phase Event Responsibility Develop the company’s business plan Company Interview and select...
Outline timetable for an AIM admission This precedent timetable shows the main steps involved in an AIM IPO (where a UK company is applying for the initial admission of its shares to trading on AIM) and no prospectus is required. Impact Day – 12 weeks Event Responsibility All parties meeting All Circulate timetable Nomad Circulate draft list of documents and list of parties Nomad Circulate draft engagement letters Nomad Circulate financial due diligence questionnaire and legal due diligence questionnaire Reporting accountants and Company solicitors Impact Day — 11 weeks Event Responsibility Circulate memorandum on directors’ responsibilities and potential liabilities in respect of an AIM admission document Company solicitors Circulate memorandum on the responsibilities and continuing obligations of a director of an AIM company Company solicitors Circulate directors’ questionnaires, directors’ powers of attorney and directors’ responsibility letters Company solicitors/Nomad Return response to financial due diligence questionnaire and legal due diligence questionnaire Company Commence financial due diligence (including financial procedures review) Reporting accountants Commence legal due diligence Company...
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Does a transfer from a general partnership to a limited company equate to a 'relevant transfer' and engage the Transfer of Undertakings (Protection of Employment) Regulations 2006? A relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE Regulations 2006), SI 2006/246 may take the form of a business transfer or a service provision change. For further information, see Practice Notes: • TUPE—business transfers • TUPE—service provision changes For information on the transfer of employees under TUPE Regulations 2006, SI 2006/246, see Practice Note: TUPE—transfer of employees. A business transfer under TUPE Regulations 2006, SI 2006/246, reg 3(1)(a) occurs where there is a transfer of an undertaking or business (or part of an undertaking or business) situated immediately before the transfer in the UK to another person where there is a transfer of an economic entity and the economic entity retains its identity after the transfer. There are therefore three key elements: • an undertaking or business, or part of an undertaking or business, that constitutes an...
What is an indirect (three-cornered) dividend demerger? Under the indirect or three-cornered (dividend) demerger structure, all the shares in the company being demerged are transferred to the newly-incorporated company (NewCo) whose shares would then be issued to the shareholders of the distributing company (A Ltd) in satisfaction of a dividend declared by A Ltd. In other words the distribution of value is still from A Ltd to its shareholders but is effected indirectly via NewCo. If a company is proposing to offer a dividend in specie, it must ensure that it is able to make a distribution in accordance with the provisions of Part 23 of the Companies Act 2006 ((CA 2006), (CA 2006, ss 829–853)), see Practice Notes: Dividends—the legal framework and Distributions on the statutory requirements. In addition, the company's articles of association should be checked to ensure that they permit such a dividend to be paid and a scrip dividend to be offered. They should also be checked for any requirements to obtain shareholder...
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Restructuring & insolvency analysis: The court considered a contested application by the joint liquidators of CL Realisations 2020 Ltd (the ‘Company’) for permission to amend their claims against two directors of the Company. The originating application had been grounded on sections 212 (summary remedy against delinquent directors etc) and 238 (transactions at an undervalue) of the Insolvency Act 1986 (IA 1986). It had been issued on a protective basis, without a witness statement, to avoid being statute-barred. The liquidators filed their amendment application at the same time as their detailed particulars of claim.
Arbitration analysis: The District Court of Amsterdam decided in its judgment of 5 February 2025 that an arbitral award on the basis of the Energy Charter Treaty (ECT) qualifies as state aid under Article 107(1) of the Treaty on the Functioning of the European Union (TFEU). On that basis, the court ordered the Dutch investors to compensate Spain for any sums paid pursuant to the award. In practical terms, the judgment effectively reverses the outcome of the Swiss-seated arbitral proceedings between the Dutch investors and Spain, at least in terms of the damages that had been awarded to the Dutch investors for Spain’s breaches of the ECT. The repayment order applies unless and until the European Commission declares the ECT award wholly or partially compatible with the internal market. Any attempt by the Dutch investors to enforce the award, even if enforcement action is taken outside the EU and by a third party, will trigger repayment obligations on the part of the Dutch investors vis-à -vis Spain. Written by Hetty de...
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