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Beswick & Wine: Buying and Selling Private Companies and Businesses 11th ed

ISBN13: 9781526516121
Previous Edition ISBN: 9781784517007
Published: July 2022
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Paperback
Price: £155.00

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Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions.

From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice.

The 11th edition has been updated to include:

  • Impact of Brexit in 2020 including on merger law and notifications
  • "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice
  • Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from £10m to £1m

Case law such as:

  • Stobart Group Limited and Anor v. William Stobart and Anor [2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements)
  • 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement)
  • Triumph Controls UK Limited v Primus International Holding Company [2019] EWHC 565 (TCC) (breach of warranty)
  • Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [2018] EWCA Civ 23 (tax warranty claim)

    It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work.

  • Subjects:
    Commercial Law, Company Law, Mergers and Acquisitions
    Part I: The Seller's Perspective
    Chapter 1: An overview of the sale process
    Chapter 2: Assessment of marketability
    Chapter 3: Preparing the sale
    Chapter 4: Marketing
    Chapter 5: Negotiation process
    Part II: The Purchaser's Perspective
    Chapter 6: An overview of the acquisition process
    Chapter 7: Acquisition strategy
    Chapter 8: The search process
    Chapter 9: Negotiation
    Chapter 10: Due Diligence
    Part III: The Acquisition Agreement
    Chapter 11: General principles
    Chapter 12: Share purchase
    Chapter 13: Business transfer agreement
    Part IV: Post–completion
    Chapter 14: Announcements and notifications
    Chapter 15: Implementing changes to the workforce
    Chapter 16: Stamp duty
    Part V: Special Situations
    Chapter 17: Buy-outs
    Chapter 18: Buying and selling technology businesses
    Part VI: Precedents