Equity shares meaning

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

Parties Who are the parties involved? In particular, specify: the investor(s) the managers the investee company (newco) Conditions Are there any conditions to completing the investment? What are each party’s obligations to meet those conditions, and by what deadline? Share subscription What will the investee company’s capital structure be? Which class and how many shares will each shareholder (the investor, the managers and any other shareholders) subscribe for? Warranties Who will give the warranties? Is it limited to the managers? Will they be provided jointly, jointly and severally, or on a several basis? How wide will the warranties be? It is usual for investment agreement warranties to centre on the business plan and the managers, as the acquisition agreement generally affords the investor sufficient protection regarding the company. What restrictions will apply to warranty claims? These may include: periods within which claims must be notified caps on each warrantor’s liability and on...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other listing categories, namely shell companies, the secondary listing and closed ended investment fund categories. To implement the reforms, a new UK Listing Rules sourcebook came into force, and the former Listing Rules sourcebook was withdrawn. For further details and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Flowchart sets out the listing regime as it applied before 29 July 2024, for ease of reference. You can view or print a full sized PDF version...

On 9 October 2024, the FCA noted that firms it regulates frequently act on instructions to execute trades from so-called aggregated accounts, which, while offering legitimate benefits such as streamlined administration, can also create risks if not properly controlled and monitored. Such arrangements can, in some circumstances, facilitate market abuse, where a single actor harms other investors, for example by purchasing shares using information that has not been made public. In its latest Market Watch newsletter, the FCA reported a rise in suspected market abuse in leveraged equity instruments linked to aggregated accounts managed by firms located overseas, particularly in jurisdictions where controls to deter market abuse may not effectively match those overseen by the FCA. Leveraged equity products depend on modest sums of capital being...

On 23 July 2025, the High Court concluded there was reason to think Shift Global Holdings Ltd and, by extension, Corja Holdings Ltd could not satisfy Yodel Delivery Network Ltd’s costs if they were to lose their claim that the delivery group owes them shares equal to 60% of its equity under an option agreement. Judge Simon Gleeson observed that few cases provide a clearer example of heavy litigation and prospective costs will plainly be substantial. Yodel commenced proceedings against the two firms, owned by tech entrepreneur Jacob Corlett, after Corlett resigned as a director in June 2024. The company alleged Corlett misapplied corporate assets by paying himself and Shift in breach of his director’s duties. In response, Shift brought a counterclaim asserting that Yodel is obliged to issue cheap subscription warrants representing 60% of delivery business’s value...

In this issue: Public company takeovers Equity capital markets Company disclosures, records and registers Competition law Accounts and reports LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel proposes to narrow the scope of companies to which the Code applies The Takeover Panel (Panel) has issued consultation paper PCP 2024/1, outlining a revised jurisdictional framework that would tighten the group of companies to which the Takeover Code (Code) applies under section 3 of the Introduction to the Code. The proposals aim to reorient the Code’s application towards companies registered in the UK and listed in the UK (or listed in the recent past) that would reasonably anticipate being subject to takeover regulation, while also delivering improved clarity and certainty about which companies fall within the Panel’s remit. See News Analysis: Takeover Panel proposes to narrow the...

Public M&A deals 2018—UK––Market Standards Trend Report [Archived] ARCHIVED: This content was published in 2019 and is not maintained. The Market Standards trend report delivers in-depth analysis of the 42 firm and 49 possible offer announcements for companies governed by the Takeover Code in 2018. It shares insight on public M&A patterns and what we might anticipate in 2019 and thereafter. What does the Market Standards trend report cover? deal structures value and volume of deals hostile takeover activity industry focus public-to-private transactions UK and overseas bidder activity post-offer undertakings disclosure of bidder’s intentions legal and regulatory developments The report also examines high-profile transactions, including Melrose’s hostile offer for GKN and the competing...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

This fundamentals note reviews the wide-ranging overhaul of the UK listing regime that came into force on 29 July 2024. It also outlines the core provisions affecting companies seeking, or already holding, a listing as described in the UK Listing Rules sourcebook, including: Equity shares (commercial companies) International commercial companies secondary listing Shell companies Transition category What is the background to the UK listing regime reforms? Post-Brexit, with scope to depart from EU capital markets rules, the government announced an independent review of the UK listing regime in November 2020. Led by Lord Hill, a former EU financial services commissioner, the review aimed to make the UK more attractive for IPOs and improve capital raising on UK markets. The UK Listing Review Report, released in March 2021, set out a series of recommendations for both the government and the FCA. It noted a decline in London IPO activity in recent years—between 2015 and 2020 London accounted for just 5% of...

This Deed is executed on [ insert date ] Parties 1 [ name of company in which the shares are held ] incorporated in England and Wales with number [ company number ] whose registered office is at [ address ] ( Company ); and 2 [ name of new shareholder ] of [ address ] ( New Shareholder ), and this instrument is supplementary to a document dated [ insert date ] under which the Company and certain other parties agreed to observe specific covenants concerning the conduct of the affairs of the Company ( Subscription and Shareholders’ Agreement )...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT tax advantages...

This Agreement is dated [ insert date ] Parties [ Insert name of investee company ], a company incorporated in England and Wales with number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company) The several persons whose names and addresses appear in Part A of Schedule 2 (together, the Founders) [ The several persons whose names and addresses appear in Part B of Schedule 2 (together, the Other Shareholders) and ] [ Insert name of investor ] [ incorporated in England and Wales under number [ insert company number ] whose registered office is at OR of ] [ insert address ] (the Investor) [ (each of the Company, the Founders, the Other Shareholders and the Investor is a Party and, together, the Company, the Founders, the Other Shareholder and the Investor are the Parties). ] BACKGROUND The Investor has agreed to...

When two or more people jointly own land together, it is held on a trust of land. Under a trust of land, the legal and equitable estates are distinct and separate. The legal title must be held by the co-owners as joint tenants. The beneficial interest may, however, be held by the co-owners beneficially either as: joint tenants tenants in common If they are joint tenants in equity, each holds an indivisible, concurrent interest in it: every owner is entitled to the whole, not an identifiable fraction. The rule of survivorship operates so that, on the death of a joint tenant, the deceased’s interest passes automatically to the other(s). Where the equitable interest is taken as tenants in common, shares can be unequal, and a deceased owner’s portion does not pass to the survivor but instead forms part of the deceased’s estate. A tenancy in common may arise on the original transfer or conveyance where there is an express declaration...