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Sale of Shares and Businesses

Sale of Shares and Businesses
Law, Practice and Agreements
7th Edition
Series:  Commercial Series
Practice Area:  Commercial Law, Company Law
ISBN:  9780414121430
Published by:  Sweet & Maxwell
Publication Date:  31 Oct 2024
Subscription Information:  Non-Subscribable Product
Format:  Hardback
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PRODUCT DESCRIPTION

Sale of Shares and Businesses provides a comprehensive guide to selling and buying businesses in the England and Wales, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats.

Guidance for every sale of a business

  • Includes guidance on every part of the sale or purchase of a business so you can make sure everything is covered and nothing is missed out
  • Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals
  • Helps you represent either the buyer or the seller
  • Covers through both sales of shares and sales of assets so whichever way the business is being bought and sold, you’ll have all the right advice and template to provide to your clients

Start to finish advice on the process

  • Covers pre-acquisition and pre-disposal steps so you can be fully prepared for negotiations.
  • Outlines the general principles of due diligence and in particular financial and legal due diligence, helping you ensure the sale and purchase agreement reflects the value of and risks in the business
  • Gives guidance on the key components of a sale and purchase agreement, so you can draft, check and negotiate your documents with confidence.
  • Includes an explanation of the nature of warranties and indemnities, so you can mitigate against possible problems that may arise post-sale.
  • Covers specialist areas including pensions, tax and employment law issues so you’ll be able to quickly address these issues in your drafting and negotiations.

Draft in line with current developments

  • Helps you ensure your agreements are in-line with the latest developments on company and commercial law.
  • Discusses changes in law and regulation affecting data protection, national security and listed companies, and how they affect the business sale process.
  • Sets out the ways in which property and environmental issues may affect the sale of a business.

Full set of precedents included to save you time drafting

  • Precedents related to the sale of a business including: asset and share purchase agreements, board minutes and powers of attorney are available digitally on Proview, our eReader platform.
  • Enables you to draft documents more quickly by using these precedents as a basis for drafting, or to select the relevant clauses as you need them.
  • Saves you time as you can easily find and copy the precedents and clauses you need into your own documents.

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CONTENTS

Preface

PART 1 - PRE-ACQUISITION/DISPOSAL

  • 1. Deal structures - shares or assets?
  • 2. First Steps - Methods of Sale and Marketing and Confidentiality
  • 3. Heads of terms and exclusivity
  • 4. Conditions precedent - consents, approvals, releases etc
  • 5. Due diligence - general principles
  • 6. Due diligence – financial
  • 7. Due diligence – legal

PART 2 - THE AGREEMENT

  • 8. Sale and purchase agreements - share sales
  • 9. Sale and purchase agreements - assets sales
  • 10. Warranties and indemnities - general principles
  • 11. Tax covenants, tax deeds and tax warranties
  • 12. Paying the purchase price - consideration structures
  • 13. Electronic signatures

PART 3 - SPECIALIST AREAS

  • 14. Sale by Individual/Trustee Sellers – Main Tax issues
  • 15. Sale by Corporate Sellers – Main Tax issues
  • 16. Stamp duties
  • 17. Accounting for Business combinations
  • 18. Financial assistance
  • 19. Competition law issues
  • 20. National Security and Investment Act 2021
  • 21. Property issues
  • 22. Environmental issues
  • 23. TUPE
  • 24. Pensions issues

PART 4 - SPECIAL SITUATIONS

  • 25. Offers for unquoted companies
  • 26. Dealing with a listed company
  • 27. Buy-outs
  • 28. Buying from Receivers and Administrators
  • 29. General data Protection Regulation

APPENDICES

  • A1. Typical areas that may be covered in a due diligence report
  • A2. Precedents
    • 1. Share Sale and Purchase Agreement Version A—Corporate Sellers
    • 2. Share Sale and Purchase Agreement Version B—Individual Sellers
    • 3. Assets Sale and Purchase Agreement Version A—For use when debtors and creditors are being transferred to the Buyer
    • 4. Assets Sale and Purchase Agreement Version B—For use when debtors and creditors are not being transferred to the Buyer but are being retained by the Seller
    • 5. Confidentiality Agreement
    • 6. Data Room Rules
    • 7. Exclusivity Agreement
    • 8. Legal Due Diligence Enquiries
    • 9. Undertaking—For use when acting for Buyer
    • 10. Undertaking—For use when acting for Seller
    • 11. Completion Agenda
    • 12. Power of Attorney—Individual Sellers
    • 13. Power of Attorney—Corporate Sellers
    • 14. Board Minutes of Buyer—Share Sales and Purchases
    • 15. Board Minutes of Seller—Share Sales and Purchases
    • 16. Indemnity in Respect of Missing/Lost Share Certificate
    • 17. Director’s Resignation Letter
    • 18. Auditor’s Resignation Letter
    • 19. Completion Agenda—Assets Sales and Purchases
    • 20. Board Minutes of Buyer—Assets Sales and Purchases
    • 21. Board Minutes of Seller—Assets Sales and Purchases
    • 22. Deed of Assignment
    • 23. Deed of Novation
    • 24. UK Patent Assignment
    • 25. Trade Mark Assignment
    • 26. Short Form Warranties (Non-Tax)—Share Sales and Purchases
    • 27. Short Form Warranties—Assets Sales and Purchases
    • 28. Deed of Release
    • 29. Letter of Non-crystallisation
    • 30. Contribution Agreement
    • 31. Disclosure Letter—Share Sales and Purchases
    • 32. Disclosure Letter—Assets Sales and Purchases
    • 33. Sellers’ Safeguards
    • 34. Escrow Agreement
    • 35. Loan Note Instrument
    • 36. Overage/Anti-Embarrassment Provision
    • 37. Irrevocable Undertaking to accept offer for Shares
    • 38. Heads of Terms—Share Sales and Purchases
    • 39. Heads of Terms—Assets Sales and Purchases
    • 40. Locked box provisions for inclusion in share sale and purchase agreement

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