Private M&A: asset purchase basics

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Practice notes
Incoterms® 2020 Rules—CIP Carriage and insurance paid toThis Practice Note comprises the guidance note to the CIP Carriage and insurance paid to...
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19th May
Practice notes
The British Franchise Association (BFA)This Practice Note examines the role and remit of the British Franchise Association (the BFA) in the franchise...
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Produced in partnership with Tim Rickard of Fieldfisher and David Bond of Fieldfisher 19th May
Q&As
In a business-to-business contract where a contractual long-stop date has passed but the parties wish to continue with the contract, should they...
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19th May
Practice notes
Contract variationThis Practice Note summarises the law, guidance and practice relating to the variation of contracts and deeds. It explains how a...
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19th May
Practice notes
Agreements to agreeThis Practice Note considers agreements to agree, and why an agreement to agree certain contractual terms at a future date has...
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19th May
Practice notes
Incoterms® 2020 Rules—DDP Delivered duty paidThis Practice Note comprises the guidance note to the DDP Delivered duty paid Incoterm in the Incoterms®...
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19th May
Precedents
...
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19th May
Practice notes
Wilful misconduct and deliberate default in commercial contractsThis Practice Note sets out guidance upon the meaning, use and importance of commonly...
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Produced in partnership with Tim Wright of Fladgate 19th May
Precedents
Coronavirus (COVID-19): In addition to the below content on force majeure generally, see also: • Coronavirus (COVID-19)...
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19th May
Precedents
[ON HEADED NOTEPAPER OF PARTY A][Insert address of Party B][[Insert address of Guarantor]][Insert date]Dear [name of Party B][ and [name of...
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19th May
Practice notes
AffirmationAffirmation is an indication of the intention to continue with a contract. Affirmation may arise in the case of:•a repudiatory breach of...
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19th May
Practice notes
BailmentThis Practice Note provides an introduction to bailment, which is a large and complex topic.This Practice Note provides a working definition...
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Produced in partnership with Quentin Tannock of 4 Pump Court 19th May
Practice notes
Requirements of the company sealThis Practice Note provides practical guidance regarding the requirements of the company seal. Where a company has a...
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19th May
Precedents
This Deed is made on [date]Parties1[insert name of Party A], a company incorporated in England and Wales with registered number [insert company...
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19th May
Practice notes
Drafting a contractual joint venture agreementContractual joint venture agreementsThis Practice Note sets out various key commercial matters and...
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19th May
Practice notes
Implied terms in contracts for goods and servicesExpress and implied contractual terms distinguishedContractual terms may be either express or...
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19th May

Most recent Private M&A: asset purchase basics content

Practice notes
What IP assets a business may own and how best to protect themIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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Produced in partnership with Alan Harper of Walker Morris 5th Jun
Precedents
Notice of assignment of contract—from assignor[Headed notepaper of the assignor]To: [Insert name and address of recipient (ie the other party to the...
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5th Jun
Practice notes
Asset purchasesA business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally...
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5th Jun
Practice notes
Due diligence—share and asset purchasesThis Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is...
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5th Jun
Precedents
Short form letter of assignment[On headed notepaper of the assignor]To: [Insert name and address of Assignee][Insert date]Dear [insert name of...
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5th Jun
Precedents
Legal due diligence commercial contract review template—asset purchaseProject [Insert project name] commercial contract reviewDocument name:Data room...
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5th Jun
Precedents
Completion checklist/list of documents—asset purchase[Acquisition OR Sale] of [insert name/description of target business]List of completion...
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5th Jun
Precedents
Request for consent to assignment[Headed notepaper of the assignor]To: [insert name and address of recipient—other party to the contract being...
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5th Jun
Precedents
Notice of assignment of contract—from assignee[HEADED NOTEPAPER OF ASSIGNEE]To: [Insert name and address of recipient—the other party to the contract...
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5th Jun
Practice notes
A practical guide to exchange and completion—share and asset purchasesPrivate M&A transactions, whether they be for the sale and purchase of a company...
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5th Jun
Practice notes
Disclosure—share and asset purchasesThis Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is...
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5th Jun
Practice notes
Heads of terms—share and asset purchasesHeads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding)...
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5th Jun
Practice notes
Competition law and corporate transactionsThere are generally three principal categories of provisions in the transaction agreement (eg sale and...
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Produced in partnership with K&L Gates 4th Jun

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