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Sale of Shares and Businesses

Author Andrew Stilton
Publisher Sweet & Maxwell
Product Sale of Shares and Businesses Hardback + CD £191+VAT

December 2006

PRE-ACQUISITION/DISPOSAL:

1 Deal structures - shares or assets?

2 First Steps - Methods of Sale and Marketing

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

THE AGREEMENT:

8 Sale and purchase agreements - share sales

9 Sale and purchase agreements - assets sales

10 Warranties and indemnities - general principles

11 Paying the purchase price - consideration structures

12 Paying the purchase price consideration structures

SPECIAL AREAS:

13 Tax issues individual seller

14 Tax issues corporate seller

15 Stamp Duty

16 Accounting for acquisitions

17 Financial assistance

18 Competition law issues

19 Property law issues

20 Environmental issues

21 TUPE

SPECIAL SITUATIONS:

22 Pensions issues

23 Offers for unquoted companies

24 Dealing with a listed company

25 Buy-outs

26 Buying from receivers and administrators

PRECEDENTS:

27 Share sale and purchase agreement corporate seller

28 Share sale and purchase agreement individual sellers

29 Assets sale and purchase agreement for use when debtors and creditors are being transferred to the buyer

30 Assets sale and purchase agreement for use when debtor

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