Jurisdiction(s):
United Kingdom
United Kingdom
Key definition
Directors definition What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...
Read More
Offeree Board Guide to UK Public Takeovers under the City Code: Duties, Secrecy, Announcements, Frustrating Action, Deal Protection, Communications, Disclosures and Unlawful Behaviour
Published by a
LexisNexis Corporate expert
Precedents
For the Directors [and other officers] of [ insert company name ] plc (the Company)
In connection with a [possible] takeover bid for the Company
1 Introduction
1.1 Purpose of this Memorandum
This Memorandum, which we plan to review with the Company’s directors [ and other officers ] at a meeting on [ insert date ] at [ insert time ], is designed to set out their obligations under the City Code on Takeovers and Mergers (the Code), together with other relevant laws and regulations, in relation to any takeover bid for the Company, and to ensure they are fully aware of the responsibilities that apply throughout such a process. It also offers a concise summary of the legal and regulatory framework that governs the conduct of takeovers in the UK. It is important that all those involved possess a working understanding of the issues that may arise. The Code expressly expects this level of familiarity, and such awareness is beneficial given the highly regulated nature of takeover transactions. This guide does not claim to be comprehensive and should not be regarded as a replacement for obtaining legal advice on the specific circumstances of the transaction...
To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.
Web page updated on 27/05/2026
Popular documents
When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
Discover more from LexisNexis
