Allot shares and pre-emption rights
If a company is looking to raise money, it may want to consider allotting shares and pre-emption rights to shareholders. This means shareholders have the right to subscribe for new shares in proportion to their existing holdings, and have the first refusal on any new shares issued.
Section 570 General Meeting Notice To Disapply Pre-Emption Rights On Secondary Share Issues
In the context of corporate governance, pre-emption rights grant existing shareholders the opportunity to purchase additional shares in proportion to their current ownership percentage, thereby maintaining their proportional ownership in the company. However, in certain circumstances, a company may need to raise funds by issuing shares to new investors or existing shareholders without providing them with pre-emption rights.
This legal template is designed to provide a framework for the company to notify its shareholders of its intention to disapply pre-emption rights for secondary share issues. It details the specific requirements and procedures that must be followed in accordance with UK law and the company's articles of association.
The template may include key information such as the purpose and rationale for disapplying pre-emption rights, the proposed share issue size or value, the duration of disapplication, any limitations or restrictions, and the relevant statutory provisions supporting the decision. It may also outline the process for convening a general meeting of shareholders, including the notice period and the voting requirements for approving the proposed resolution to disapply pre-emption rights.
Furthermore, the template may incorporate additional clauses and provisions that align with the company's unique circumstances, such as any exemptions or conditions that may be applicable. It should be prepared by a legal professional or an individual with a comprehensive understanding of company law in the UK, ensuring compliance with all relevant regulations and ensuring the fair treatment of shareholders in the decision-making process.
Ultimately, this legal template aims to provide a clear and legally binding framework for notifying shareholders about the company's intention to disapply pre-emption rights on future secondary share issues, fostering transparency, and allowing shareholders to exercise their right to vote on such matters.
Publisher
ƵJurisdiction
England and WalesRelevant Contract Types
💴 Notice of meeting
A notice of meeting is a formal notice that is given to shareholders of a company to inform them of an upcoming meeting. The notice will include the date, time, and location of the meeting, as well as the agenda for the meeting. The notice of meeting is required by law in order to give shareholders sufficient time to prepare for the meeting and to make any necessary arrangements to attend.
Relevant Contract Types
Intellectual Property Assignment (for founders to assign IP to company)
The template aims to establish a clear and legally binding agreement between the founders and the company regarding the ownership and control of any intellectual property assets developed during the course of business operations. Intellectual property can include a wide range of intangible creations, such as inventions, designs, trademarks, copyrights, or trade secrets.
By utilizing this document, founders can formalize the transfer of their IP rights to the company, ensuring that the company has full rights and control over these assets. The template typically outlines the relevant terms and conditions of the assignment, including details about the IP being transferred, warranties and representations by the founders, and the consideration or compensation, if any, provided to the founders in return for the assignment.
This legal template serves as a valuable tool for both parties involved. For the founders, it ensures that their contributions to the company's IP are appropriately recognized, while also protecting their interests, such as receiving fair compensation or ongoing benefits from the IP. On the other hand, the template provides the company with clear ownership rights and control over the IP, which is crucial for protecting their investments, attracting investors, and facilitating future licensing or commercialization opportunities.
It's important to note that each situation may have unique circumstances, and this template should be customized to fit the specific needs and requirements of the founders and the company. Consulting with legal professionals specializing in intellectual property or corporate law is highly recommended to ensure compliance with UK laws and to address any specific concerns or considerations that may arise during the assignment process.
Publisher
ƵJurisdiction
England and WalesConsultancy Agreement - Company appointing an individual consultant (not using a personal service company)
The agreement covers various essential aspects, including the scope of work, deliverables, and project timelines. It outlines the consultant's responsibilities, ensuring they provide their professional expertise, experience, and skills to assist the company in achieving specific objectives. The agreement also details the payment terms, such as the agreed upon consultancy fees, expenses, and reimbursement policies.
Additionally, this template typically addresses the consultant's obligations regarding confidentiality and non-disclosure of any proprietary or sensitive information they may gain access to during the engagement. It may include provisions safeguarding the company's intellectual property rights and ensuring that the consultant does not engage in any conflicting activities or compete with the company's business interests.
The Consultancy Agreement also covers important legal aspects that regulate the relationship between both parties. It typically includes clauses regarding termination and the circumstances under which either party can end the agreement. The document may also address dispute resolution mechanisms, indemnification, liability limitations, and any other necessary legal provisions to protect the interests of both the company and the consultant.
In summary, this legal template for a Consultancy Agreement provides a solid foundation for establishing a clear and mutually beneficial working relationship between a company and an individual consultant under the jurisdiction of UK law. By utilizing this template, both parties can define their expectations, protect their rights, and ensure compliance with applicable legal requirements throughout the consultancy engagement.
Publisher
ƵJurisdiction
England and WalesAdvisor Agreement (Payment Via Share Options)
The template aims to establish a clear understanding and binding agreement between the company and the advisor regarding the services provided, the duration of the agreement, and the compensation structure. The document will generally include sections such as:
1. Party details: Identifies the company and the advisor, providing their respective names, addresses, and other necessary identification details.
2. Engagement terms: Outlines the scope of services the advisor will provide to the company, specifying the nature of their expertise and the specific areas they will be advising on.
3. Compensation: Details how the advisor will be remunerated for their services primarily through the allocation of share options. It may include information on the method of valuation, the exercise period, vesting conditions, and any additional terms related to the share options.
4. Confidentiality and non-disclosure: Includes provisions to protect the company's sensitive information and trade secrets, ensuring that the advisor maintains strict confidentiality during and after the agreement.
5. Intellectual property: Clarifies the ownership and rights related to any intellectual property created or utilized during the advisory engagement.
6. Termination: Establishes the circumstances under which either party can terminate the agreement, and the notice period required for such termination.
7. Governing law and jurisdiction: Specifies that the agreement will be governed by UK law and designates the specific jurisdiction for any legal disputes that may arise.
The Advisor Agreement (Payment Via Share Options) under UK law is crucial for ensuring a transparent and legally binding relationship between a company and an advisor, outlining the rights, obligations, and compensation structure to protect the interests of all parties involved. As specific laws and regulations may vary, it is advisable to obtain legal counsel to tailor the document to the unique requirements of the situation.
Publisher
ƵJurisdiction
England and WalesHow it works
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