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Sale of Shares and Businesses: Law, Practice and Agreements 6th ed


ISBN13: 9780414091795
Previous Edition ISBN: 9780414064515
To be Published: December 2021
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback & CD-ROM
Price: £315.00 + £6.30 VAT




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£315.00
£409.50

The 6th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, 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.

Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit”

Guidance for every sale of a business

  • Gives guidance on every part of the sale of 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 and the seller
  • Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients
Start to finish advice on the process
  • Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business
  • Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business
  • Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence
  • Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale
  • Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand
Draft in line with current developments
  • Helps you ensure your agreements are in-line with the latest developments on company and commercial law.
  • Updates on the General Data Protection Regulation.
  • Shows how property and environmental issues may affect the sale of businesses
Full set of precedents included to save you time drafting
  • Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents
  • Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use 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 from the CD-ROM into your own documents

Subjects:
Commercial Law, Company Law, Mergers and Acquisitions
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

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 Business combinations
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. 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
Short