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Board Resolution For Acquisition Of Shares Template for England and Wales

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Key Requirements PROMPT example:

Board Resolution For Acquisition Of Shares

"I need a Board Resolution for Acquisition of Shares to document our board's approval to purchase 75% of Tech Solutions Ltd, with a completion date of March 15, 2025, including specific reference to the £10M financing arrangement with Barclays Bank."

Document background
A Board Resolution For Acquisition of Shares is a crucial corporate governance document required under English and Welsh law when a company intends to purchase shares in another entity. This document serves multiple purposes: it demonstrates that the board has properly considered the acquisition, records compliance with directors' duties under the Companies Act 2006, and provides evidence of proper authorization for the transaction. The resolution should detail the specific terms of the acquisition, including the number and class of shares, purchase price, and any conditions precedent. It's particularly important for maintaining corporate records and may be required by regulatory authorities, banks, or other stakeholders as evidence of proper corporate approval.
Suggested Sections

1. Title and Date: Company name and date of resolution

2. Meeting Details: Time, place, attendees, and confirmation of quorum

3. Chairperson: Appointment of meeting chair

4. Notice and Quorum: Confirmation that proper notice was given and quorum requirements met

5. Background: Context of the proposed share acquisition

6. Resolutions: Specific decisions regarding the share acquisition

7. Closing: Signatures and certification

Optional Sections

1. Regulatory Approvals: Section detailing required regulatory clearances and compliance requirements for acquisitions involving regulated entities or exceeding regulatory thresholds

2. Financing Arrangements: Section specifying details of how the acquisition will be funded, including any external financing arrangements

3. Due Diligence Findings: Section summarizing key findings from due diligence investigations when significant due diligence has been conducted

Suggested Schedules

1. Share Purchase Agreement: Draft or final agreement for the share acquisition

2. Valuation Report: Independent valuation of shares being acquired

3. Due Diligence Report: Summary of due diligence findings

4. Financial Statements: Relevant financial information of target company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses




















Industries

Companies Act 2006: Primary legislation governing company operations, including directors' duties (sections 171-177), share capital regulations, transfer procedures, board meeting requirements, and statutory filing obligations

Financial Services and Markets Act 2000: Regulatory framework for financial services, particularly relevant if the acquisition involves listed companies or regulated entities, including requirements for regulatory approvals

UK Listing Rules: Regulations applicable when either company is listed on a stock exchange, governing disclosure and compliance requirements for listed entities

City Code on Takeovers and Mergers: Rules governing takeovers and mergers, particularly for public companies, including mandatory offer thresholds and disclosure requirements

Enterprise Act 2002: Competition law framework governing mergers and acquisitions, including requirements for Competition and Markets Authority review

EU Retained Competition Law: Retained EU legislation on mergers and competition matters that continues to apply in the UK post-Brexit

Articles of Association: Company's constitutional document that may contain specific provisions on share transfers, board meeting procedures, voting rights and quorum requirements

Shareholders' Agreement: Private agreement between shareholders that may contain pre-emption rights, consent requirements, and transfer restrictions affecting share acquisitions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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