Glossary of terms:
Articles of association: The articles of association are the constitutional rules governing how a company operates. Asset purchase agreement (APA): An asset purchase agreement is a contract which sets out the terms relating to the sale and purchase of business assets. Call option: A call option, in relation to shares, grants an individual or entity the right (but not the obligation) to purchase shares from a shareholder under predefined terms. Completion accounts: Completion accounts are financial statements prepared after a transaction completes to determine final purchase price adjustments. Data room: A data room is a secure online platform used in corporate transactions to share, review and manage due diligence documents confidentially between buyers, sellers and their advisors. Debenture: A debenture is a document creating a charge over all or most of a company’s assets as security for the obligations of the company to a third party (usually a lender). Disclosure bundle: The disclosure bundle comprises supporting documents referenced in a disclosure letter, providing evidence of facts disclosed against warranties during a share or asset sale. Disclosure letter: A disclosure letter is prepared by the seller to reveal known issues or exceptions to warranties in a sale agreement. Dividend in species: A dividend in specie is the distribution of an asset (instead of cash) to a shareholder. Drag-along rights: Drag-along rights enable the shareholders that hold a specified proportion of shares in a company and who are proposing to sell their shares to a buyer to require that the other shareholders sell their shares to the buyer too. Exclusivity agreement: An exclusivity agreement restricts a seller from negotiating with other potential buyers for a specified period. General meeting: A general meeting is a formal meeting of company shareholders to discuss and vote on company related matters. Good leaver / bad leaver clauses: Good leaver and bad leaver clauses determine how departing employees' shares are valued based on the circumstances of their exit, impacting share purchase terms. Heads of terms (term sheet): A heads of terms document (also known as a term sheet or memorandum of understanding) outlines preliminary terms for a proposed business deal, guiding the drafting of final contracts. Hive up / hive down: Hive up refers to transferring assets from a subsidiary to its parent company, while hive down describes moving assets from the parent to its subsidiary. Indemnity: An indemnity clause provides financial protection against specific losses or damages arising from certain events or contractual breaches. Intellectual property (IP): Intellectual property refers to legal rights protecting creations such as trademarks, patents, copyrights and design rights. Joint venture agreement: A joint venture agreement governs the relationship between two or more parties collaborating on a specific business project. Management buy-out (MBO): A management buy-out occurs when a company's existing management team acquires part or all of the business they manage. Memorandum of Association: The memorandum of association is a foundational document required on company formation, detailing the company’s name, objectives and initial shareholders. Nominal value: The nominal value (or par value) is the face value assigned to a share, distinct from its market value. Non-compete clause: A non-compete clause prevents a party from engaging in competing business activities for a specified period. Pre-emption rights: Pre-emption rights ensure existing shareholders are given priority when new shares are issued or existing shares are sold. Put option: A put option allows a shareholder to require another party to purchase their shares under agreed-upon terms. Quorum: A quorum is the minimum number of participants required to hold a valid shareholders' or directors' meeting. Reserved matters: Reserved matters are significant decisions typically listed in a shareholder agreement and requiring the approval of a certain number or percentage shareholders. Service agreement: A service agreement in relation to a director is an employment contract between a company and one of its directors.. Share buyback: A share buyback occurs when a company purchases its own shares from one or more shareholders, often to reduce share capital or return capital to investors. Share purchase agreement (SPA): A share purchase agreement details the terms governing the sale and purchase of shares in a company. Stamp duty: Stamp duty, in relation to shares, is a tax levied on share transfers, typically payable by the buyer. Statutory registers/company books: Statutory registers are official company records required to be maintained by law, including details of directors, shareholders and persons of significant control (PSC). Stock transfer form: A stock transfer form is used to transfer company shares and which is provided to the company for the purpose of registering the transfer in the company’s statutory registers. Tag-along rights: Tag-along rights protect minority shareholders by conferring on them the right to sell their shares at the same time if other shareholders sell a controlling interest in the company to a third party. TUPE regulations: TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) safeguards employees' rights during business transfers or service provision changes. Warranties: Warranties are contractual assurances about certain facts or conditions in a transaction. Breach of a warranty may entitle the affected party to claim compensation. Warranty and indemnity (W&I) insurance: W&I insurance provides protection from financial losses arising from breaches of warranties or indemnities in M&A deals. 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