When do pre-emption rights apply on the issue of new shares?

In addition to the authority to allot new shares, an allotment of new shares may also be subject to pre-emption rights in favour of existing shareholders. Pre-emption rights give existing shareholders first refusal on an issue of new shares – the new shares must be offered to existing shareholders before they can be taken up by new investors or shareholders. Under the Companies Act 2006, pre-emption rights will apply on the issue of new shares by a private limited company unless: the pre-emption rights have been disapplied either in the company’s Articles of Association or by a special resolution of shareholders, or the issue of new shares is under an employee share scheme, wholly or partly for non-cash consideration or a bonus issue

When do I use this document? for a share sale transaction where confidential information about the target company will be disclosed to a potential buyer for a longer form NDA with strong legal protections for the seller and target company What are the key features? 17 clauses over 9 pages definitions of Confidential Information and Proposed Transaction confidentiality obligations authorised recipients of Confidential Information circumstances permitting compulsory disclosure procedure for returning Confidential Information to the seller prohibition on the buyer poaching the target company’s employees contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company duration of agreement What else do I need to know? It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement. non-solicitation covenants a contractual indemnity for breach of the confidentiality obligations the duration of the agreement The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement. What other docs are available? For a shorter form of confidentiality agreement for a company sale transaction, see NDA: share sale (short)

Shareholder resolution: pre-emption disapplication

Name: Shareholder resolution - pre-emption disapplication - Paper Rock Docs
SKU: RES003.001
Price: 35.00 GBP
Availability: InStock

Shareholder resolution to disapply statutory pre-emption rights for a company with a single class of shares.

to disapply statutory pre-emption rights under the Companies Act 2006 for shares to be allotted by a company with a single class of share

What are the key features?

shareholder written resolutions – single special resolution
special resolution to disapply statutory pre-emption rights generally on the issue of new shares by a company with a single class of share

What else do I need to know?

For more information about the directors’ authority to allot shares and shareholder pre-emption rights, see Issue of new shares.

Description

When do I use this document?

for a share sale transaction
where confidential information about the target company will be disclosed to a potential buyer
for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

17 clauses over 9 pages
definitions of Confidential Information and Proposed Transaction
confidentiality obligations
authorised recipients of Confidential Information
circumstances permitting compulsory disclosure
procedure for returning Confidential Information to the seller
prohibition on the buyer poaching the target company’s employees
contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

NDA: share sale (short)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£35.00 exc VAT

Updated by a lawyer on 14/08/2024

Updated By a lawyer on 11/15/2022

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Shareholder resolution: pre-emption disapplication

When do I use this document?

What are the key features?

What else do I need to know?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

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Shareholder resolution: pre-emption disapplication

When do I use this document?

What are the key features?

What else do I need to know?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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