Contingent value rights meaning

The properties held by a company can be obtained by two routes: an acquisition of assets owned by the company (an asset purchase), or an acquisition of the company’s shares (a share purchase) Asset purchase On an asset purchase: the buyer takes the undertaking as a going concern and may select which elements of the business, together with any assets and liabilities, it wishes to take on every property owned, used or occupied by the undertaking must be conveyed, assigned or transferred to the purchaser within the sale documents Properties may be sold outright, or the buyer may be granted a fresh lease. Where a leasehold interest is involved (whether already existing or newly created), particular issues arise. For more information, see Practice Note: Leasehold property issues arising on an asset purchase. The properties will be identified in the sale agreement and it is the property interests themselves that are transferred, rather than the company’s...

Although the Taxation of Chargeable Gains Act 1992 (TCGA 1992) does not prescribe a method for calculating a capital gain (termed in the statute a chargeable gain), the commonly followed method is to: take the consideration received on disposing of an asset deduct specified costs (called allowable expenditure or ‘base cost’), notably the original acquisition price of the asset, and where the taxpayer is a company and it obtained the asset on or before 31 December 2017, deduct any indexation allowance The outcome of this computation is the chargeable gain. This Practice Note offers a brief overview of consideration, allowable expenditure and (where relevant) indexation only. For the meanings of disposals and assets for capital gains tax (CGT) purposes, see the separate Practice Note: What is a capital gain? In this Practice Note CGT is used throughout as a shorthand for both CGT and corporation tax on chargeable gains. Consideration Usually the consideration is the actual sum received for the...

ORDINARY RESOLUTION THAT [ subject to and contingent upon [ insert any conditions relating to the exercise of the authority to sub-divide shares ], ] [ [ insert number ] OR the whole of the ] [ insert class ] shares of [ insert nominal value ] each in the capital of the Company [ held by [ insert name ] ] [ , bearing numbers [ insert number ] to [ insert number ] inclusive, ] be split into [ insert number ] [ insert class ] shares of [ insert nominal value ] each [ , bearing numbers [ insert number ] to [ insert number ] inclusive ] , with the rights and restrictions attaching to those shares (save as to nominal value) remaining unaltered by such sub-division...

ORDINARY RESOLUTION THAT [ subject to and contingent upon [ insert any conditions relating to the exercise of the power to reconvert stock into shares ], ] the [ insert value ] [ insert class ] stock of the Company [ held by [ insert name ] ] (the Stock) shall be converted back into [ insert number ] [ insert class ] shares of [ insert nominal value ] each within the Company’s capital, [ bearing numbers [ insert number ] to [ insert number ] inclusive and ] recorded as fully paid, and the rights and restrictions [ (save as to nominal value) ] attaching to those shares shall be identical to those attached to the shares that were originally converted into the Stock...

PART ONE—GENERAL PROVISIONS 1 Definitions and interpretations This Rule sets out the glossary for the Plan and how those terms should be read. Defined expressions cover, among others: Awards and outcomes: Contingent Awards, Restricted Awards, Matched Awards, Options and Cash Awards, together with Date of Grant, Option Price, Exercise Price, Market Value, Dividend Equivalent and the concept of Vesting; People and entities: the Company (acting through the Board or a duly authorised committee, which may include the Remuneration Committee), Eligible Employees, Participants (and their personal representatives), the Group and its Subsidiaries, Associated Companies, the Grantor, the Nominee, the Trustee and Trust, and HMRC; Timeframes and dealing: Financial Year, Dealing Day, Closed Period, Grant Period, Holding Period, Relevant Period and the Plan Period; Shares and schemes: Shares, Employees’ Share Scheme and Company Share Scheme, Invested Shares and Invested Share Amount, and Matched Awards linked to such co‑investment; Legal and tax concepts: Control (as in ITA 2007, s995), ITEPA, Tax liabilities and any...