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Conversion rights meaning

What does Conversion rights mean?
In practice, conversion rights are the agreed terms under which preference shares (or other convertible securities, such as convertible loan notes) convert into ordinary shares. They are usually set out in the articles of association and/or the investment or instrument terms, rather than defined by statute; the expression is used consistently across England & Wales, Scotland, Northern Ireland and Ireland (under the Companies Act 2006 in the UK and the Companies Act 2014 in Ireland). Typical features include: the holder’s right to convert at any time after subscription; an automatic or forced conversion on an ipo/listing meeting specified size or price thresholds, on a sale or other exit, on reaching agreed sales or earnings targets, or on a majority or super‑majority vote of the preference class. The documentation will state the conversion ratio, timing, notice mechanics, treatment of fractions, and any conditions precedent. Anti‑dilution protections often adjust the conversion ratio to address down rounds (commonly weighted average or full ratchet). These rights are significant for investor economics, voting control post‑conversion, and exit readiness, and must be aligned with class consent, variation of rights and pre‑emption provisions, and any applicable listing rules. Usage and effects are broadly consistent across the UK and Ireland.
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View the related News about Conversion rights

NEWS
Property disputes update—disrepair, protest injunctions, service charges and right to buy; Renters’ Rights Act rollout; building safety remediation contribution orders; Scottish developments (England, Wales and Scotland), 26 February 2026

In this issue: Repairing obligations and dilapidations Trespass and adverse possession Service charges Residential tenancies Disputes and remedies Rent and rates Easements and covenants Property disputes in Scotland Additional Property Disputes updates LexTalk® Property Disputes: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Repairing obligations and dilapidations Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower (Grey GR Ltd Partnership v Edgewater (Stevenage)) In Grey GR Ltd Partnership v Edgewater (Stevenage) [2025] Lexis Citation 276, the Upper Tribunal (UT) rejected the respondents’ appeal against the First-tier Tribunal’s (FTT) grant of a remediation contribution order under section 124 of the Building Safety Act 2022, made against 75 respondents. Marcus Birch of BCLP reviews the decision. See News Analysis: Building Safety Act—remediation contribution orders—respondents’ appeal dismissed in Vista Tower. High Court held progressive failure of window seals constituted disrepair (Better...

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NEWS
UK immigration and nationality: fee rises, eVisas/biometrics, EUSS automatic conversion, sponsor licence notification duty clarified, 'voluntary work' scope, and Court of Appeal deprivation guidance - 23 January 2025

In this issue: Key developments UK immigration control: how it works Sponsored work EU law rights and EU Settlement Scheme Challenging immigration decisions and enforcement Preventing illegal working British citizenship and the right of abode Daily and weekly news alerts New and updated content Future developments—Immigration calendar Our Immigration calendar highlights key forthcoming changes of interest to business immigration advisers... UK immigration control: how it works Fees to be increased again, and new airside transit ETA exemption The Home Office has presented to Parliament the draft Immigration and Nationality (Fees) Order 2025, which will amend the Immigration and Nationality (Fees) Order 2016, SI 2016/177. Once approved, it will raise the upper limits for a range of specified immigration and nationality charges. After it takes effect, the Immigration and Nationality (Fees) Regulations 2018, SI 2018/330 will then be amended to adjust the actual payable fees. The Explanatory Memorandum to the draft Order explains...

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NEWS
England: Court of Appeal confirms Class Q permits partial barn conversion and that permitted development fallback can justify permission contrary to plan (Mansell v Tonbridge & Malling BC)

Original news Mansell v Tonbridge and Malling Borough Council [2017] EWCA Civ 1314 What is the significance of the decision for authorities and developers? This ruling offers a clear restatement of how a fallback scheme should be treated as a material consideration in planning decisions. The Court of Appeal underlined that courts should shun rigid or mechanistic tests and remember the breadth for a lawful exercise of planning judgment by the decision-maker. Because fallback scenarios depend heavily on their particular facts, the application of planning judgment is paramount. In this instance, there was no legal misdirection in giving weight to the fallback available under permitted development rights. The Court of Appeal also affirmed the High Court’s view that, for the purposes of Class Q in Part 3 of Schedule 2 to the Town and Country Planning (General Permitted Development) (England) Order 2015, SI 2015/596 (the GPDO), a partial change of use of existing agricultural buildings could be undertaken where required to satisfy the conditions tied to that permitted...

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View the related Practice Notes about Conversion rights

PRACTICE NOTES
Pre-emption rights on allotments by unlisted public companies (Companies Act 2006): statutory regime, communication, exceptions, disapplication (ss 570–571, 573), treasury shares, liabilities and filings

Pre-emption rights on allotment Pre-emption rights on allotment provide every shareholder in a company with a means to guard against dilution of their percentage stake where this could result from a share allotment, the issue of rights to subscribe for shares, the conversion of securities into shares, or a disposal of treasury shares by that company. This Practice Note addresses the pre-emption rights applicable to an allotment of equity securities by a public company that is neither a listed company nor an AIM company (that is, an unlisted public company), as prescribed in the Companies Act 2006 (CA 2006). Close attention should be paid to the breadth of those statutory pre-emption rights, because an unlisted public company must observe them to the extent that they have not been disapplied, varied, waived, or excluded and ensure that it complies with them to that extent...

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PRACTICE NOTES
Art market bailment: duties, deviation, burden-shifting, conversion, sub-bailment and distinctions from trusts (England and Wales)

Questions about bailment frequently surface within the art sphere. For instance, warehousing or freight operators may owe bailment obligations when holding and/or moving artworks or other chattels. Lending pieces and/or using artworks as security or collateral can also create bailment relationships. Claims founded on breach of contract and/or negligence often additionally plead bailment. Further illustrations appear throughout this Practice Note. Bailment is a nuanced field. This Practice Note concentrates on bailment issues in the context of art law. For a fuller outline of bailment law generally, see Practice Note: Bailment. See also Q&A: How are damages quantified when bailed goods have been negligently lost? For a summary of aspects of art law pertinent to Private Client practitioners, see Practice Note: Art law-introduction for Private Client practitioners. Additional examples are set out across this Practice Note. What is bailment? Put simply, a bailment may arise at common law where one party assumes temporary possession of another party’s goods, for example: a collector, the bailor, delivers an...

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PRACTICE NOTES
Employment Tribunals Rules of Procedure 2013 (Great Britain): consolidated text as at 5 January 2025, including claims, responses, time limits, case management, hearings, decisions and costs — Archived

ARCHIVED: This Practice Note is retired and is no longer maintained...

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PRECEDENTS
Precedent deed poll: convertible redeemable loan note instrument for corporate investors (unsecured/subordinated), with conversion, redemption and noteholder provisions - England and Wales law

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...

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PRECEDENTS
Precedent: Subordinated Convertible Redeemable Loan Note Instrument for Buyouts (Corporate Investors), with Intercreditor and Senior Facilities Provisions (England and Wales)

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

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PRECEDENTS
General Partnership to LLP Business and Asset Transfer Agreement with TUPE, Contract Assignment and Novation, and Property Transfers (England and Wales)

This Agreement is dated [ insert date ] Parties The individuals named in Schedule 1 (the Partners), trading as [ insert partnership name ] (the Partnership); and [ insert full name of LLP ] LLP, incorporated in England and Wales under number [ insert registered number ] whose registered office is at [ insert address ] (the LLP). Each of the Partners and the LLP is a Party, and together the Partners and the LLP are the Parties. Background The Partners presently conduct the Business as a general partnership under the Business Name and wish to convert that general partnership into a limited liability partnership. Each of the Partners is a member of the LLP and intends to continue the Business through the LLP as a going concern from the Transfer Date...

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