|
AGM or Annual General Meeting
It is a statutory requirement that every limited company must hold
an AGM within the first 18 months of incorporation and then within
15 months of the previous meeting in each subsequent calendar year.
Board Meeting
A meeting of the directors of the company.
General Meeting
A meeting of the members or shareholders of the company.
Memorandum and Articles of Association
These are the governing documents of the company and must be filed
on incorporation with Companies House. They set out the share capital
of the company, voting rights, classes of shares, procedures at
directors and members meetings and various other issues regards
the running of the company.
Retention or Escrow
Typically in a purchase agreement, a sum of money held back either
by the purchaser or in a deposit account between the solicitors
acting for each party against a particular event or a breach of
the warranties. The sum will be released to the vendor on a specified
date or alternatively released to the purchaser if the event the
provision is made against occurs.
Warranties
A series of statements which one party to a transaction gives and
upon which the other party relies when entering into the arrangement.
A typical example of this is the warranties given by a vendor in
a share purchase agreement. The purchaser will have carried out
his own diligence but will not have been able to investigate every
detail of the company. The parties negotiate the various warranties
that the vendor will give to the purchaser in the agreement about
the various elements of the purchase and the company. In the event
of a subsequent breach of the warranties, i.e. a statement turns
out not to be true, then the purchaser will be able to bring an
action against the vendor for the breach.
|