Shareholder resolutions: authority to allot shares and disapply pre-emption rights
Shareholder resolutions to grant directors authority to allot new shares and to disapply shareholder pre-emption rights on the allotment of new shares.
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When do I use this document?
- to grant general authority to the directors to allot new shares up to a maximum specified amount of share capital
- to disapply statutory pre-emption rights under the Companies Act 2006 for shares allotted pursuant to that general authority
What are the key features?
- shareholder written resolutions – one ordinary resolution and one special resolution
- ordinary resolution to grant general authority to directors to allot shares:
- up to a specified aggregate nominal amount of capital
- for a limited period (maximum permitted 5 years)
- special resolution to disapply statutory pre-emption rights on the issue of new shares in relation to shares issued pursuant to the general authority
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
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.
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- 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
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Updated by a lawyer on 21/08/2024
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