Waiver of pre-emption rights: share transfer
This waiver is for a non-transferring shareholder to waive pre-emption rights which they would otherwise be entitled to in relation to a proposed transfer of shares in the company by another shareholder.
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When do I use this document?
- when a shareholder waives their pre-emption rights on the transfer of shares by another shareholder
- when the shareholder agrees to waive its first refusal rights under either the company’s Articles of Association or Shareholders Agreement
What are the key features?
- different forms of waiver, depending on whether the waiving shareholder is an individual or a company
- optional wording based on whether the pre-emption rights arise under either the Articles of Association or Shareholders Agreement
- waiver in the form of a Deed
What else do I need to know?
When do pre-emption rights apply on a share transfer?
Shareholders may have pre-emption rights in relation to the proposed transfer of existing shares in the company by another shareholder.
Pre-emption rights exist and operate as a right of first refusal, allowing non-transferring shareholders to acquire shares in proportion to their existing number of shares for the same cash consideration as the selling shareholder proposes to sell them to a third party and before the shares can be acquired by another party. The buyer could be another current shareholder or someone who is not already a shareholder.
Pre emption rights arise from either the company’s Articles of Association or the company’s Shareholders Agreement (or possibly both). They will not apply if the company does not have a Shareholders Agreement and has adopted, without amendment, the Model Articles for private limited companies. The Companies Act 2006 does not contain a statutory pre-emption right on the transfer of shares. See Articles of Association – pre-emption (share transfer) for pre-emption rights to include in Articles of Association by passing a special resolution.
A non-transferring shareholder can elect not to accept the offer to purchase the shares and instead to waive their pre-emptive rights in relation to a proposed transfer. To do so, the non-transferring shareholder should sign a waiver of pre-emption rights.
What other documents are available?
For a deed of waiver disapplying pre-emption on a proposed allotment of new shares, see
When do I use this document?
An Amendment & Restatement Agreement is used when parties want to document amendments to a contract and to restate the contract, as amended, in full. They are used in particular for loan agreements and shareholders agreements
Use this document:
- for the amendment and restatement of a contract or agreement
- as an alternative to a standalone variation
- suitable for a contract governed by English law
What are the key features?
- 7 clauses and one schedule over 3 pages
- short form agreement
- agreement to amend and restate original contract or agreement
- amended and restated form of agreement to be set out in the schedule
What else do I need to know?
An Amendment & Restatement Agreement is one way in which the parties can amend an existing contract. The amendment can be:
- amendment to the terms and conditions of the contract
- amendment to introduce new parties to the agreement
An amendment to a contract can be done by documenting specific amendments to the contract in a contract variation agreement or a deed of amendment. If done this way, the original contract and variation document, read together, are the amended contract going forward.
An alternative to having to read two documents together (with the possibility of there being additional documents if further changes are made in the future) would be to replace the original contract in its entirety but in its amended form. This is achieved by what is known as “amending and restating” the original contract. By entering into an amendment and restatement agreement, the original contract is:
- amended by the agreement of the parties to the new form of the contract as amended and restated
- restated by the agreement of the parties to the original agreement being repeated (restated), as amended, by the amended and restated agreement
Amendment & Restatement Agreements are used in particular for loan agreements and shareholders agreements. These types of arrangement are often renegotiated, amended and restated during the term of the loan or joint venture.
What other documents are available?
For a standalone contract variation for specific amendments to the contract, see
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Updated by a lawyer on 29/08/2024
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