Board Minutes (transactional)

• Do any of the directors have an interest in the proposed transaction? Do they need to provide a notice of their interest?
• Do the company’s articles of association allow directors with an interest in the transaction form part of the meeting quorum and vote?
• Do any of the directors have an interest in any existing transactions? Do they need to provide a notice of their interest?
• Do minutes from the previous meeting need to be discussed? Did any further issues arise from them?
  What is the nature of the transaction being discussed?
• Will a general meeting need to be held regarding the transaction? What resolutions will the company’s shareholders need to pass?
• Will a committee be needed to oversee the transaction? If not, who will oversee the transaction? What will the committee be authorised to do?
• Are any resolutions being passed at the meeting? If so, have they received a shareholder majority?
• Does the meeting need to be adjourned in order for agreements to be signed or for resolutions to be agreed by shareholders? When will the meeting be reconvened?
• Do any documents need to be filed, either at Companies House or with the Financial Conduct Authority? Who will do the filing – will it be the company secretary or someone else?

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