Sale of Shares and Businesses 3rd edition
| Author | Andrew Stilton
| | Publisher | Sweet & Maxwell
| | Product | Sale of Shares and Businesses 3rd edition Hardback + CD | £195+VAT
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November 2011
Features
The new 3rd edition:
- Offers expert guidance on every part of the sale 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 businesses to multi-million pound deals
- Covers both buyer and seller view points
- Goes through both the sale of shares and the sale of assets so that you always have the right advice and document templates to hand
- Carries you through the process from pre-acquisition or disposal of a company so you're fully prepared for any negotiations
- Outlines the key principles of undertaking a business transaction from due diligence, warranties and indemnities
- Includes coverage of specialist areas such as pensions, tax and employment law issues
- Ensures any agreements drafted are in line with the latest changes and developments in company and commercial law
- Discusses recent changes and updates to the Companies Act 2006, Corporation Tax Act 2010 and TIOPA 2010
- Includes a CD-ROM full of all related precedents to enable you to draft the documents you need easily
Contents
PART 1 – 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
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
PART 3 – SPECIALIST AREAS
13. Sale by Individual/Trustee Sellers – Main Tax issues
14. Sale by Corporate Sellers – Main Tax issues
15. Stamp duties
16. Accounting for acquisitions
17. Financial assistance
18. Competition law issues
19. Property issues
20. Environmental issues
21. TUPE
22. Pensions issues;
PART 4 – SPECIAL SITUATIONS
23. Offers for unquoted companies
24. Dealing with a listed company
25. Buy-outs
26. Buying from Receivers and Administrators
27. Sales and Purchases of Technology Businesses
APPENDIX 1 – DUE DILIGENCE GUIDE
APPENDIX 2 – PRECEDENTS
- Precedent 1 Share Sale and Purchase Agreement Version A - Corporate Sellers
- Precedent 2 Share Sale and Purchase Agreement Version B - Individual Sellers
- Precedent 3 Assets Sale and Purchase Agreement Version A - For use when debtors and creditor are being transferred to the Buyer
- Precedent 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
- Precedent 5 Confidentiality Agreement
- Precedent 6 Data Room Rules
- Precedent 7 Exclusivity Agreement
- Precedent 8 Legal Due Diligence Enquiries
- Precedent 9 Undertaking - For use when acting for Buyer
- Precedent 10 Undertaking - For use when acting for Seller
- Precedent 11 Completion Agenda - share sales and purchases
- Precedent 12 Power of Attorney - Individual Sellers
- Precedent 13 Power of Attorney - Corporate Sellers
- Precedent 14 Board Minutes of Buyer - share sales and purchases
- Precedent 15 Board Minutes of Seller - share sales and purchases
- Precedent 16 Indemnity in respect of missing/lost share certificate
- Precedent 17 Director's resignation letter
- Precedent 18 Auditor's resignation letter
- Precedent 19 Completion Agenda - assets sale and purchases
- Precedent 20 Board Minutes of Buyer - assets sales and purchases
- Precedent 21 Board Minutes of Seller - assets sale and purchases
- Precedent 22 Deed of Assignment
- Precedent 23 Deed of Novation
- Precedent 24 UK Patent Assignment
- Precedent 25 Trademark Assignment
- Precedent 26 Short form - warranties - share sales and purchases
- Precedent 27 Short form - warranties - assets sales and purchases
- Precedent 28 Deed of Release
- Precedent 29 Letter of non-crystallisation
- Precedent 30 Contribution Agreement
- Precedent 31Disclosure Letter - share sales and purchases
- Precedent 32 Disclosure Letter - assets sales and purchases
- Precedent 33 Seller's Safeguards
- Precedent 34 Escrow Agreement
- Precedent 35 Loan Note Instrument
- Precedent 36 Overage anti-embarrassment provision
- Precedent 37 Irrecoverable Undertaking to accept offer for shares
- Precedent 38 Heads of Terms - share sales and purchases
- Precedent 39 Heads of Terms - assets sales and purchases
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