Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“While we began looking at LexisNexis products primarily for cost saving, it quickly became more about customer service, ease of onboarding, ongoing training and breadth of resources available.”

Co-Op

Access all documents on First close

First close meaning

What does First close mean?
In private equity and venture capital fundraisings, the first close is the point at which the fund admits its initial investors as limited partners (LPs) and can begin making drawdowns and investments. This usually follows satisfaction of conditions precedent (commonly a minimum aggregate commitment and any required regulatory clearances) and is documented by investors executing the limited partnership agreement (LPA) or, more often, a subscription agreement and deed of adherence to the LPA, thereby making binding capital commitments. “First close” is a market term rather than one defined in legislation or case law, and its usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Structural nuances (for example, the separate legal personality of a Scottish limited partnership or the use of the Irish Investment Limited Partnership) do not alter its practical effect. Key features and significance: - Triggers commencement of the investment period and often the management fee. - Sets the reference date for most-favoured-nation elections and side letter processes. - Precedes subsequent closes, at which later investors are admitted and equalisation mechanics/interest align economics with first-close LPs. - Leads up to the final close, when fundraising ends and no further investors are admitted.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related News about First close

NEWS
FCA Consumer Duty post-implementation: board reporting, data and monitoring expectations, closed products, vulnerability, FCA feedback and surveys, and next steps for UK firms embedding compliance and managing enforcement risk

As Winston Churchill observed at the Lord Mayor’s Luncheon in 1942, this is no finale—nor even the beginning of one—more likely the end of the opening chapter. So it is with the FCA’s Consumer Duty. A torrent of imagery has been offered, yet those delivering change or advancing board reporting gain scant practical direction: boiling frogs boiling kettles, not oceans golden threads the art of the possible The last two years of implementation mark only the first stage of a wholesale mindset shift for firms—and for the FCA—across retail markets. With its outcomes focus, the Duty requires firms to define what ‘good’ looks like for their business and the processes most likely to secure positive results for all customers. Meanwhile, the FCA is starting to close the gaps, setting a cadence of studies and feedback that appears likely to continue...

Read More Right Arrow
NEWS
First-tier Tribunal in Powell v HMRC: novation of close company director’s loan is a release, triggering s415 ITTOIA dividend charge; s455 repayment claim not determinative

Powell v HMRC [2025] UKFTT 528 (TC) The taxpayer served as director and sole shareholder of T Ltd, a close company, and his director’s loan account with the company was overdrawn, giving rise to a charge on the company under section 455 of the Corporation Tax Act 2010 (CTA 2010). In 2020, after a share‑for‑share exchange, T Ltd became a subsidiary of PHSW Ltd, where the taxpayer was also a director at the time. The taxpayer, T Ltd and PHSW Ltd then executed a novation of the outstanding loan account so that T Ltd’s rights were assigned to PHSW Ltd instead. T Ltd released the taxpayer from his obligations to it and PHSW Ltd acquired those rights, thereby becoming the taxpayer’s creditor in his place. The tax paid by T Ltd under CTA 2010, s 455 in respect of the loan was subsequently repaid to the company...

Read More Right Arrow
NEWS
EU law weekly: competitiveness compass; competition and state aid; GDPR; financial services reforms; Net Zero Industry Act; insurance; life sciences; AI; trade defence, 30 January 2025

In this issue: Key EU developments Competition and state aid Data protection and cybersecurity Financial services Environment Insurance and reinsurance Life sciences TMT International trade Daily and weekly news alerts New and updated content Trackers Key EU developments EU introduces competitiveness compass The European Commission has unveiled the competitiveness compass, a strategic blueprint to steer its programme over the next five years, setting out priority measures to bolster Europe’s competitiveness. It marks the first flagship move of this Commission’s mandate. The compass draws on the recommendations in the Draghi report, ‘The future of European competitiveness’, issued in September 2024 (see: LNB News 10/09/2024 44). The ambition is to secure Europe’s leadership in designing, producing and commercialising next-generation technologies, services and clean products, while progressing towards climate neutrality. Although productivity growth has trailed that of other major economies for two decades, the EU retains the ingredients to turn the tide — a...

Read More Right Arrow

View the related Practice Notes about First close

PRACTICE NOTES
Service charges in Scottish commercial leases: disputes, lease interpretation, RICS Service Charge Standard, and remedies

What is a service charge? A service charge is a sum a tenant may have to pay to a landlord under a commercial lease to reimburse the landlord for services they provide in connection with the common parts and for the upkeep of the property. Commonly, this applies where multiple tenants occupy one property, for example a shopping centre, and the landlord looks after the communal parts of the building for everyone’s benefit. In most contemporary leases the tenant pays the service charge on account, before the landlord incurs the expenditure, calculated from an estimate of the next year’s costs. At the close of the accounting period a reconciliation is prepared and any shortfall or surplus is settled by or to the tenant. Sometimes, earlier forms of lease stipulate that the landlord must meet the outlay first. For more detail on service charges ordinarily charged to tenants of multi-occupied buildings by commercial landlords in Scotland, see Practice Note: Service charge and outgoing provisions in commercial leases in Scotland. ...

Read More Right Arrow
PRACTICE NOTES
UK chargeable gains reliefs for schemes of reconstruction: conditions, effects and interactions (TCGA 1992 ss136 and 139), including QCBs, SSE, non-UK close companies, anti-avoidance and degrouping charges

This Practice Note explains the two chargeable gains tax reliefs relevant to dealings under a scheme of reconstruction. For a definition of ‘scheme of reconstruction’, refer to the Practice Note: Schemes of reconstruction defined...

Read More Right Arrow
PRACTICE NOTES
Permanent Court of Arbitration Rules: scope and waiver of immunity, UNCITRAL transparency, 2024 optional protocols, and commencing proceedings (notice, time limits, response, representation)

What is the PCA? The Permanent Court of Arbitration (PCA) is the oldest intergovernmental organisation devoted to enabling the peaceful settlement of international disputes. Based in The Hague, it was created by the 1899 Convention for the Pacific Settlement of International Disputes, signed at the close of the first Hague Peace Conference in 1899. Initially centred on state‑to‑state arbitration, the PCA now administers and offers related services for matters involving states, state‑controlled entities, intergovernmental organisations and private parties... The PCA Arbitration Rules In December 2012, the PCA issued its Arbitration Rules (the PCA Rules). These Rules superseded and replaced four earlier PCA rule sets: 1992 Optional Rules for Arbitrating Disputes between Two States (PCA State/State Rules) 1993 Optional Rules for Arbitrating Disputes between Two Parties of Which Only One is a State (PCA State/International Organisation Rules) 1996 Optional Rules for Arbitration Involving International Organisations and States, and 1996 Optional Rules for Arbitration between International Organisations and Private Parties ...

Read More Right Arrow

View the related Precedents about First close

PRECEDENTS
Referrals to or divided matters with a separate business: SRA due diligence and client transparency checklist (England and Wales)

1 The separate business Name of the separate business: [ insert name ] Relationship between this firm and the separate business: [ describe relationship, eg the partners of this firm collectively own 50% of the separate business ] Do any of the following factors apply: you use the same or a similar name, branding, or staff as the separate business your premises are shared with, or situated close to, the separate business you have shared or linked websites or contact details with the separate business you will (or might) carry out joint publicity with the separate business the separate business will deliver legal services that consumers may expect a lawyer to provide clients seeking legal services will be directed first to the separate business the name or branding of your firm and the separate business are alike ☐ Yes ☐ No If yes, you will need to take extra care at section 3 to...

Read More Right Arrow
PRECEDENTS
First board meeting minutes—PLC shelf company post-acquisition: approvals, governance changes, share allotments, trading certificate and Companies House filings (UK, Companies Act 2006)

COMPANY NUMBER: [ insert number ] [ insert company name ] PLC Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] PRESENT: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] by [ insert other means ] ] [ IN ATTENDANCE: ] [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] [...

Read More Right Arrow
PRECEDENTS
Precedent: first board minutes for a UK private company limited by shares—incorporation formalities, appointments, articles, banking, auditor, share issues and Companies House filings

[ INSERT COMPANY NAME ] LIMITED Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Held at: [ insert place of meeting ] On: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] by [ insert other means ] In attendance [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any advisers) ] 1 Chair, notice and quorum [ Insert name ] was elected to...

Read More Right Arrow

View the related Q&As about First close

Q&As
s.21 AST validity: deposit PI breach-continuation AST (Feb 2014)

Case study A one-year fixed term assured shorthold tenancy (AST) was initially granted, ending in February 2015. With the fixed term concluded, a statutory periodic tenancy has commenced. The landlord fears they might have failed to comply with duty to supply prescribed information; can they issue a section 21 notice to bring the statutory periodic tenancy to a close? Since the term expired, the tenancy continues on a statutory periodic footing. How to rent checklist The obligation to provide the publication ‘How to rent: the checklist for renting in England’, issued by the Department for Housing, Communities and Local Government, arose under Deregulation Act 2015 (DA 2015). However, amendments introduced by that Act do not extend to fixed term ASTs granted before 1 October 2015, even where agreements roll into a statutory periodic tenancy after 1 October 2015. This remains the stated position throughout...

Read More Right Arrow