Legal Precedents

Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Confidentiality Undertaking Proposed acquisition of [ insert target company name ] Limited 1 Introduction 1.1 Further to our recent discussions about the intended sale by [ insert names of each individual seller ] ( Sellers) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] of [ insert target company name ] Limited (the Company) ( Sale Shares) to [ insert buyer name ] (or an entity within its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Sellers and the Buyer constitutes a party and, collectively, they are the parties......

Ordinary resolution [ That, in accordance with section 201 of the Companies Act 2006, approval is granted for the credit transaction under which [ insert details of credit transaction ] is to be entered into by [ insert name of subsidiary company ] for the benefit of [ insert name of director ], a director of the Company. OR that the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ], in connection with a credit transaction pursuant to which [ insert details of credit transaction ] has been entered into by [ insert name of person who has entered into credit transaction ] for the benefit of [ insert name of director ], a director of the Company, be approved in accordance with section 201 of the Companies Act 2006. OR that the [ insert...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert selling corporate entity ] incorporated in England and Wales under number [ insert company number ] with its registered office at [ insert address ] (the Seller) [ insert name of purchasing corporate entity ] incorporated in England and Wales under number [ insert company number ] with its registered office at [ insert address ] (the Buyer) Each is a Party and, together, the Seller and the Buyer are the Parties. background ( A) The Parties intend to engage in negotiations regarding the Proposed Acquisition. ( B) To investigate, confer, assess and negotiate the Proposed Acquisition, the Buyer has asked that certain Confidential Information [ (and Personal Data) ] be provided to it so that it may appraise the Business and review and negotiate the terms of the...

Company number: [insert company number] [insert company name] [ Limited OR PLC] Minutes recording the meeting of the board of directors (the Meeting) of [insert company name] [ Limited OR PLC] (the Company). Held at [insert place of meeting]. Held 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 participating by telephone as permitted by the Company’s articles of association] (by telephone) [ Insert names of any directors participating 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 (e.g. the company secretary, any legal advisers)] Apologies [ Insert names of any directors who are unable to attend the Meeting] 1 Chair, notice and quorum [ Insert name] was...

Project [ insert project name ] For the attention of [ Insert addressee name ][ Insert date of report ] INDEX Report A. Introduction B. Executive summary C. Detailed report Corporate form and structure Operations and trading relationships Intellectual property Information technology Data protection Banking and funding Staff Pensions Real property Litigation and disputes Insurance Regulatory and compliance Taxation D. Scope and...

Add the following as a fresh definition (if not already included) within the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Warranties means the warranties listed in Schedule [ insert number ], and Warranty refers to any one of them. 1 Pre- Completion Undertakings 1.1 The Seller undertakes to the Buyer that, unless the Buyer gives prior written consent or as otherwise mandated by this Agreement, it shall ensure that, between the date of this Agreement and Completion, [ the Company shall not OR no Group Company shall ] take, perform, carry out, permit, or agree to undertake any of the following actions or matters: 1.1.1 create,......

[ Letterhead of offeror ] The Directors [ insert name and address of offeree ] [ insert date ] Dear Directors Offer by [ insert name of offeror ] (the Offeror ) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each ( ordinary shares ) in [ insert name of offeree ] Plc ( Company ) [ (other than those already owned by the Offeror) ] (the Offer ) We draw your attention to the offer document dated [ insert date ] (the Offer Document), in which we set out our proposal to purchase the whole of the issued [ and to be issued ] ordinary share capital of the Company......

This Deed is dated [ insert date ] Parties [ insert name of company ], a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at [ insert address of registered office ] (the Company); and [ insert name of director ] of [ insert address of director ] (the Director). [ Each of [ insert name of first party as defined above ] and [ insert name of second party as defined above ] is a party and, together, [ insert name of first party as defined above ] and [ insert name of second party as defined above ] are the parties.] Background The Director has agreed to serve as a director of the Company and has been entered on the register at Companies House. The Company has...

ORDINARY RESOLUTION That the directors be [ specifically authorised to [ insert details of the specific authority ] OR generally and unconditionally authorised to allot shares and grant rights to subscribe for or convert securities into shares up to an aggregate nominal amount of £[ insert figure being not more than two-thirds of the issued share capital ], comprising: ] £[ insert figure not being more than one-third of the issued share capital ]; and £[ insert figure being not more than one-third of the issued share capital ] as equity securities (section 560 Companies Act 2006) for a rights issue, open for a period set by the directors, to holders of ordinary shares (excluding the Company) on any directors’ record date, pro rata, subject to director‑determined...

PART [ Seven ] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [ Offeree ] Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information in this document, save for the information for which others take responsibility pursuant to paragraph [ s ] [ 1.2 and ] 1.3 below. To the best of the knowledge and belief of the [ Offeree ] Directors (who have taken all reasonable care to ensure this), the information in this document for which they are responsible accords with the facts and does not omit anything likely to affect the import of that information. 1.2 [ The [ Offeror Parent ] Directors whose names are set out in paragraph 2.2 below accept responsibility for the information in this document relating to [ Offeror Parent ], the [ Wider ] [ Offeror ] Group (including [ Offeror ]), the [...

THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should promptly obtain your own independent financial guidance from your stockbroker, bank manager, solicitor, accountant, or another independent financial adviser who is properly authorised under the Financial Services and Markets Act 2000 (as amended) if you live in the United Kingdom, or, if you reside elsewhere, from a suitably authorised independent financial adviser in the appropriate jurisdiction as applicable for your circumstances and status. The laws of jurisdictions outside the United Kingdom may limit the release, publication, or distribution of this document and any accompanying documents; accordingly, anyone who receives this document should carefully familiarise themselves with, and adhere to, at all relevant times, any such limitations. Non‑compliance with these requirements could amount to a breach of the securities laws of those...

Request for consent to assignment of contract—private M& A—asset purchase headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ Insert date ] Dear [ insert contact name/title at contractual counterparty ], Request for consent to assignment of contract We make reference to the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], concerning [ insert details of contract ] (the Contract)......

Company number: [ insert number ] The Companies Act 2006 A private company limited by SHARES Written resolution(s) of [ insert company name ] Limited (the Company) Circulated: [ insert circulation date ] Under Chapter 2 of Part 13 of the Companies Act 2006, the directors of the Company propose that the resolutions below be passed as ordinary resolutions: ORDINARY RESOLUTIONS [ that approval be given to the terms of, and the transactions envisaged by, a guarantee covering all present and future obligations, whether now or later arising, owed to [ insert name of beneficiary ] by [ insert name of borrower ] (the Guarantee)......

SPECIAL RESOLUTION That, pursuant to section 569 of the Companies Act 2006, the Company’s directors are authorised to issue for cash equity securities (as defined in the Companies Act 2006) of the same class as the Company’s existing shares, treating section 561 of the Companies Act 2006 as either not applying to any such issue, or applying to any such issue with such alterations as the directors may from time to time determine, in their discretion......

The [ Secretary OR Directors ] [ insert company name ] [ insert company address ] [ Insert date ] Dear [ [ insert name ] OR Company Secretary ] Re: [ insert company name ] [ Limited OR PLC ] (the Company) Consent to act as director I agree to serve as a director of the Company. This consent will remain effective until I withdraw it, or until I resign from the role of director. I also confirm that I am not disqualified from holding a directorship. Accordingly, I provide the following particulars to aid the Company in notifying the appropriate authorities regarding my appointment as director: [ Name and any former names ] [ Usual residential address ] [ Country, state or part of the United Kingdom in which you are normally resident ] [ Service address if applicable ] [ Business...

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control— Restrictions Notice Interests in [ LLP ] [ rights ] On [ Date ] we issued you with a notice under section [ 790D OR 790DA OR 790E OR 790EA ] of the Companies Act 2006 (the Act), obliging you to supply to us, in writing [ including by email to the address shown above ], within one calendar month, specified details regarding your interest (as that term is used in Part 21A of the Act), if any, in the [ rights ] of [ LLP ], or your knowledge of any person or legal entity that may possess such an interest......

To: The Directors[ insert company name ] Limited[ insert address of company ][ insert date ] Special notice: [ insert company name ] Limited (the Company). [ I OR We ], as the holder[s] of [ insert class of shares ] shares with a nominal value of [ insert value ] pence each in the Company’s capital, hereby give notice, in accordance with sections 312 and 515 of the Companies Act 2006, of [ my OR our ] intention to table the following ordinary resolution at the Company’s forthcoming general meeting: That [ insert name of auditor ] be [ appointed as ] the auditor of the Company until the close of the next period for appointing auditors; and that [ their remuneration be a fee of £[ insert figure ] OR the directors of the Company be authorised to determine their...

This Agreement is dated [ insert day and month ] 20[ insert year ]. Parties [ Insert name of selling corporate shareholder ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with company number [ insert company number ], having its registered office at [ insert address ] (the Seller); [ insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with company number [ insert company number ], having its registered office at [ insert address ] (the Buyer); [ Insert name of guarantor entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with company number [ insert company number ], having its registered office at [ insert address ] (the...

Board minutes—private M& A—asset purchase—exchange and completion—seller Company number : [ insert company name ] [ insert company name ] [ limited OR plc ] Minutes for a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR Plc ] (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...

STOP PRESS : Major changes to the UK prospectus framework officially took effect on 19 January 2026. The updated standards for public offers of securities and for admissions to trading in the UK are chiefly set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have both been revoked. These reforms aim to streamline capital raising and significantly cut the instances when a company must produce an FCA approved prospectus for a further share issue. For comprehensive further details on the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime then in force prior to 19 January 2026......