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 an investment transaction where the subject company will agree a period of exclusivity with the investor for a longer form agreement with strong legal protections for the investor What are the key features? 13 clauses over 6 pages definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions exclusivity undertakings from the company in favour of the proposed investor rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs What other documents are available? For a shorter form of exclusivity agreement for an investment transaction, see Exclusivity Agreement: investment (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 an investment transaction
where the subject company will agree a period of exclusivity with the investor
for a longer form agreement with strong legal protections for the investor

What are the key features?

13 clauses over 6 pages
definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
exclusivity undertakings from the company in favour of the proposed investor
rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs

What other documents are available?

For a shorter form of exclusivity agreement for an investment transaction, see

Exclusivity Agreement: investment (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 other documents 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

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“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.

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 other documents 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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