During legal due diligence for a corporate exercise, review the resolutions and minutes books of a target company for the following:

• Were shares properly issued with shareholders’ approval?
• Did the company circulate its annual financial statements to shareholders?
• Have the directors approved any unusual dividends?
• Where a director is interested in a contract or proposed contract with the company, has the director declared his interest? (s221, Companies Act 2016)
• For the acquisition or disposal by the company of an undertaking or property of substantial value, has shareholders’ approval been obtained? (s223, Companies Act 2016)
• For transactions entered into by the company with its directors, substantial shareholders, or any person connected with them, has shareholders’ approval been obtained? (s228, Companies Act 2016)
• Have material contracts been approved by the board of directors?

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This post first posted on LinkedIn on 8 August 2024.