Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Shares definition

What does Shares mean? In company law practice, a share is a unit of a member’s interest in a company, carrying the rights and obligations attached to its class (for example, voting, dividends and return of capital on a winding up). The Companies Act 2006 simply states that a share is a share in a company’s share capital; the Irish Companies Act 2014 adopts a broadly equivalent approach. Usage and effect are consistent across England & Wales, Scotland, Northern Ireland and Ireland. A company’s share capital comprises the number of shares it allots and issues to investors on or after incorporation. Those...

Disclosure in Private M&A: Purpose, Standards, Buyer Knowledge and Drafting Disclosure Letters for Share and Asset Purchases

Published by a LexisNexis Corporate expert

Practice notes

Practice Note

This Practice Note sets out a summary of the aims, nature and breadth of the disclosure exercise undertaken by a seller when disposing of Shares in a private Limited company, or on a sale of a business together with its assets (the target). Disclosure sits at the heart of the sale process, and both sides should appreciate the significant time and effort needed to deliver it properly. With suitable professional support, the parties can reduce or manage the risks that might otherwise emerge throughout the transaction...

The seller must analyse every Warranty closely with its advisers and decide what matters ought to be disclosed against each one, as poor or incomplete disclosure can leave the seller open to breach of warranty claims and associated liabilities. The seller’s solicitors will co‑ordinate the disclosure workstream and, working alongside the seller and its management team, will prepare the Disclosure letter. This exercise is often detailed and demanding, and may extend over a considerable period...

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Web page updated on 21/05/2026

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