Legal Practice Notes

This Practice Note forms part of the Share purchase transaction collection. At the start of a private company M& A deal, aside from price, the central question for the parties and their advisers is ultimately the transaction structure to be adopted at the outset. Will the buyer take the whole issued share capital of a company (a share purchase), or instead buy a trading business as a going concern, together with only certain selected assets (an asset purchase)? Another key question, to be settled at an early stage, is whether the seller is negotiating solely with one bidder, or entertaining multiple approaches within an auction sale process. Running an auction sale also entails a different procedure and overall timetable when compared with a standard transaction involving just one potential buyer. Share purchase or asset purchase? A privately owned company or business can be acquired either by means of a...

If a limited company registered in England and Wales is chosen as the joint venture ( JV) vehicle, the joint venture company ( JVC) must have articles of association. The parties typically embed agreed, tailored provisions in the articles, with those arrangements complemented by the terms of a joint venture agreement ( JVA). Those specific terms are commonly drafted to reflect the parties’ agreed position and operate alongside the wider JVA. Statutory framework for articles of association Limited companies incorporated in England and Wales on or after 1 October 2009 fall within the Companies Act 2006 ( CA 2006). Any company formed under CA 2006 must adopt articles, being either the applicable model articles or bespoke articles that disapply or amend the model articles. Where the model articles are excluded or altered, those articles must be filed at Companies House. If no articles are filed at...

This Resource Note summarises the key provisions of Rule 5 of The City Code on Takeovers and Mergers ( Code), which governs the timing curbs on acquisitions during a takeover. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers ( Panel), together with Lexis+® UK analysis and resources, to offer practical help on interpreting and applying Rule 5. The Note is pertinent to any stakebuilding exercise. Materials addressed in this Resource Note include: detailed notes accompanying the Code ( Notes), elaborating on intended implementation of the Rules and related Appendices on specific issues Practice Statements issued by the Panel Executive (the body responsible for day-to-day takeover supervision and regulation) ( Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel ( P/ S) and Panel...

Updated in March 2026 Introduction The Republic of Korea ( South Korea, and called ‘ Korea’ throughout this Practice Note) offers conducive conditions for accessing the East Asia marketplace, helped by its centrally placed position within the region’s transport corridors. Korea presently holds free trade agreements with 59 partners in total, including the US, the EU, China, ASEAN, India, and Chile, and is positioning itself as a global commercial hub, not only an East Asian one. Korea actively promotes inbound foreign investment via a suite of laws that grant overseas investors various incentives, such as tax reliefs. Businesses can choose from multiple structures when establishing operations in Korea. Alternative entry routes and models are likewise available for tailoring a presence to specific needs in Korea. This guide seeks to spotlight several pivotal considerations a new enterprise must address before commencing activity in Korea. It is not...

Revised in December 2025 Introduction As one of the continent’s biggest economies, South Africa offers a strong springboard for investment and commerce across Africa, especially in sub- Saharan markets. The country benefits from mature infrastructure and long-standing trading links with its neighbours. Businesses can adopt multiple structures when establishing operations in South Africa. This Practice Note outlines principal considerations for new entrants before commencing activities in the country. It is not a comprehensive manual, and tailored South African legal advice should always be obtained when forming and running a business locally. South Africa has three spheres of government: National Provincial Local The National Assembly is the highest law-making authority, and its statutes apply nationwide. There are nine provinces, each with a legislature, a premier and an executive council. Although certain areas fall within the exclusive legislative remit of the National Assembly, provincial legislatures may craft their own laws and...

This Practice Note This Practice Note considers limited partnerships constituted under the Limited Partnerships Act 1907 ( LPA 1907) and subject to English law, and contrasts them with general partnerships formed under the Partnership Act 1890 ( PA 1890), limited liability partnerships, and those partnerships governed by Scottish law. With effect from 6 April 2017, the LPA 1907 was amended by the Legislative Reform ( Private Fund Limited Partnerships) Order 2017, SI 2017/514 (the LRO). A draft of the LRO was initially issued by HM Treasury in January 2017 together with an explanatory document. Its publication followed a government consultation that began in July 2015 and closed in October 2015 on proposed amendments to UK limited partnership legislation intended to make such partnerships more effective vehicles for private equity and venture capital investments. The changes introduced by the LRO apply solely to those limited...

It is quite usual for a private limited company to be run by a single appointed director. In many cases, that same individual also holds all the shares in the business. This Practice Note provides a concise brief overview of the principal issues and potential difficulties facing a private company that has only one director. Appointment Under section 154 of the Companies Act 2006 ( CA 2006), a private company must always have at least one director in office. In addition, CA 2006, section 155 also stipulates that every company must have at least one director who is a natural person, rather than a corporate body. Where a private limited company has a sole director who intends to formally step down, a replacement director must be appointed before that person can end their appointment. The first director is put in place by providing the...

STOP PRESS The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) obtained Royal Assent on 26 October 2023. Its purpose is to bolster corporate openness in the UK, chiefly via Companies House reforms and revisions to elements of the Companies Act 2006. It further aims to update the regime for limited partnerships and confer stronger powers to address economic crime. ECCTA 2023 will be implemented in phases over time. A number of measures took effect on 4 March 2024 and could affect this content. For more detail, consult Practice Notes: Implementation of the Economic Crime and Corporate Transparency Act 2023 and The Economic Crime and Corporate Transparency Act 2023—tracker, with particular reference to the legislation and consultation tracker......

This Practice Note forms part of a multi-jurisdictional guide that addresses the essential aspects of establishing specific business entities across global jurisdictions. Leading firms within the Multilaw global law firm network provide responses to key questions on this topic. This guide sets out the main considerations when forming a private limited company in Singapore. Current as of 13 January 2023. Authors: Lau Kiat Wee and Amos Tan, Quahe Woo and Palmer LLC, a Multilaw member firm. Common entities What form of entity is the subject of this questionnaire? What other forms of entities are commonly used in this jurisdiction and are the subject of another questionnaire response? The most prevalent corporate form in Singapore is a company limited by shares that is privately held, commonly referred to as a private limited company (the subject of this response). Identify other types of...

STOP PRESS: The Short Selling Regulations 2025 were finalised and released on 13 January 2025, accompanied by an explanatory memorandum. They replace the assimilated UK Short Selling Regulation and introduce a new statutory framework for regulating short selling in the UK, defining designated activities and granting the Financial Conduct Authority ( FCA) powers to make rules for those activities, as well as to intervene in exceptional circumstances. Certain elements took effect on 14 January 2025, with the remainder commencing on the date the UK Short Selling Regulation is revoked under the Financial Services and Markets Act 2023. In October 2025, the FCA published CP25/29, outlining proposals for a new Short Selling sourcebook and changes concerning, among other matters: position reporting covering arrangements lists of reportable shares market maker exemptions disclosures of aggregated net short positions ( ANSPs) The FCA also issued a derivations and changes table explaining how rules and guidance have been...

This note aims to: offer clear, practical guidance to shareholders of a distressed or insolvent company set out the position of shareholders across most types of corporate insolvency or restructuring scenarios suggest steps a shareholder can take to maximise their position if the company becomes distressed This note is specifically designed to help shareholders secure the strongest possible footing as the company enters the ‘zone of insolvency’. During ordinary trading, the interests of creditors and shareholders typically run in parallel. Yet, once the business moves into that ‘zone of insolvency’, then directors’ duties realign and are owed to creditors instead (see Practice Note: Directors’ duties: companies in financial difficulties). The point at which that shift occurs will be determined on the specific facts in each individual instance (see News Analysis: Directors' duties and assessing...

This Practice Note sets out a summary of the Shareholder Rights Directive II ( SRD II) ( Directive ( EU) 2017/828 amending Directive 2007/36/ EC) and its effect in the UK, with a particular emphasis on consequences for asset managers and institutional investors across the market. SRD II seeks to encourage robust stewardship and long-term investment choices, introducing requirements in areas such as transparency of engagement policies and investment approaches across the institutional investment community, and mandating approval and disclosure of related-party transactions. Scope and overview of SRD II The original Shareholder Rights Directive ( SRD I) took effect in 2009 to bolster shareholder rights by setting minimum standards for exercising voting rights attached to shares in EU listed companies. SRD I was extensively revised by SRD II, which applied from 10 June 2019. SRD II places a range of rights and duties on listed...

This concise ‘how to’ guide explains the sequence to follow, together with the documentation needed, for parties undertaking a share purchase by way of a share for share exchange. In such a transaction, a buyer acquires the shares in a private limited company (the target company) from the target company’s shareholders (the sellers) and, as consideration for that acquisition, allots/issues shares in the buyer (consideration shares) to the sellers. The buyer offers this form of consideration instead of, or in addition to, other consideration such as cash. An illustration of the position of the transaction parties, both before and after completion of a share for share exchange transaction, is set out below... Implementation of a share for share exchange transaction The steps required to implement a share for share exchange, and the documentation to give effect to it, will be broadly the same as for a share...

It is routine for employees, particularly executive directors, to receive awards over shares. A series of exemptions permits these grants to be made without infringing the Financial Services and Markets Act 2000 ( FSMA 2000). By contrast, providing share awards to people who are not employees, such as non-executive directors, is more complex because several of those carve-outs do not apply... This Practice Note highlights the FSMA 2000 considerations when granting share awards or options to non-employees and maps out potential ways through each. As the most suitable route turns on the facts of the case, it is for the practitioner to determine whether, in their situation, the proposal might fall outside the scope of the relevant prohibition. For guidance on other, non- FSMA 2000 matters arising when granting such awards to non-executive directors, see Practice Note: Shares for...

THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMES A share sale agreement will typically set out warranties granted by the seller for the benefit of the buyer. A warranty is a representation by the seller that a particular fact is correct; for example, the seller might confirm that a specified pension scheme is the only scheme in which the target company participates. Pension warranties may appear alongside warranties on other subjects, such as property and tax, or be set out in a dedicated pensions schedule annexed to the agreement. However, some agreements provide that warranties in one topic cannot be relied upon in another; in practice, this requires their substance (for instance, compliance with laws) to be repeated wherever necessary for pension purposes. This Practice Note explains the rationale for pensions warranties in share sales, their...

FORTHCOMING DEVELOPMENT : Under the Pension Schemes Act 2021, a secondary notifiable events regime is being brought in (pursuant to section 69A of the Pensions Act 2004), focused on specified employer‑related notifiable events connected to a DB scheme. The regime obliges employers to copy the trustees into any notification sent to the Pensions Regulator and to furnish both the trustees and the Pensions Regulator with an accompanying statement (also referred to as a declaration of intent) setting out details of the notifiable event and how any detriment to the scheme will be mitigated. On 8 September 2021, the Department for Work and Pensions ( DWP) issued a consultation on draft regulations which, among other matters, describe the categories of events that will fall within the scope of the secondary notifiable events regime......

This Practice Note sets out principal environmental and health and safety ( EHS) points to address in a share purchase. The questions can operate as a checklist for a seller’s solicitors preparing the data room, or for a buyer’s lawyers assessing whether the EHS materials are adequate for the business. See Practice Notes: Environmental due diligence—share purchase and Environmental issues when selling a company or business. Contaminated land In a share purchase, the buyer assumes responsibility for land contamination or water pollution caused or knowingly permitted by the target, present at or migrating from current or former properties; spills by the target on third-party land (for example, tanker incidents); and contamination or pollution at current properties as a Class B owner or occupier. The buyer should evaluate potential liabilities and remediation costs, which may require a phase 1 environmental audit or a phase 2 ground...

Most of the completion and post-completion tasks in a share purchase transaction are routinely carried out by corporate lawyers and typically include: holding the relevant completion meeting filing notices at Companies House stamping the stock transfer form preparing the transaction bible of all signed documents making any adjustments to the purchase price The buyer gains beneficial ownership of the target company’s shares once all completion formalities have been completed or expressly waived. Transfer of the legal title to the target company’s shares......

Technical due diligence Where non-compliance is known or land contamination suspected, the buyer, or ideally its lawyers, may engage an environmental consultancy to carry out a phase 1 environmental, health and safety ( EHS) compliance audit, or undertake intrusive phase 2 testing, to gauge liability and financial risks. Types of environmental audits Typical prices (exc VAT) and timescales: Desktop searches: historic uses, landfills, environmental permits, pollution incidents, ground stability, flooding. Contaminated land risk screening report £180; combined contaminated land and flooding search £270–£320; 1–3 days. Basic phase 1 audit: desktop search, site walkover, management interview, regulator replies; £1,000–£2,000; 5–10 days. Detailed phase 1 environmental, EHS audit: as phase 1 plus report reviews, operational controls and systems, key health and safety compliance issues, capex investment assessment; £2,500–£4,000; 5–10 days. Asbestos survey: Management Asbestos Survey, Demolition or Refurbishment Survey, asbestos register; £2,000–£5,000; 5–10 days. Phase 2 report: intrusive testing of soil, water and gas; price...

The purpose of environmental due diligence Environmental due diligence seeks to: Evaluate the risk of contaminated land liabilities at properties the target currently owns or occupies, as well as those it has previously held or used Identify any material non-compliance issues, or threatened proceedings or claims, associated with the target Highlight significant capital expenditure needed to comply with the target’s environmental permits, and with current or anticipated environmental legislation Provide recommendations to mitigate these risks through contractual protections, price negotiations, further investigations, or environmental insurance Contaminated land is often one of the most substantial liability concerns in corporate transactions and is particularly significant in a share acquisition. In a share purchase, a buyer may inherit liabilities where the target has “caused” or “knowingly permitted” contamination at sites it currently owns or occupies, or those it formerly held. The target can also face clean-up liabilities as an innocent “owner” or...