Private M&A (asset purchase)

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Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Private M&A (asset purchase) content

Practice notes
The National Security and Investment Bill (NSI Bill) seeks to introduce a mandatory foreign direct investment (FDI) notification regime in the UK for...
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16th Apr
Practice notes
FORTHCOMING DEVELOPMENT: On 11 February 2021 the Pension Schemes Bill received Royal Assent becoming the Pension Schemes Act 2021 (PSA 2021).  Among...
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16th Apr
Practice notes
If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...
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14th Apr
Precedents
This Deed is made on [insert day and month] 20[insert year]Parties1[insert name of Lender], a company incorporated in England and Wales with...
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14th Apr
Practice notes
Business asset disposal relief (BADR), which was called entrepreneurs' relief for tax years prior to 2020–21, is a capital gains tax (CGT) relief that...
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Produced in partnership with Satwaki Chanda 12th Apr
Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between the EEA and UK, equivalent EEA data...
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12th Apr
Practice notes
On 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between the EEA and UK, equivalent EEA data...
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Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 12th Apr
Practice notes
The CRC Energy Efficiency SchemeThe CRC Energy Efficiency Scheme (CRC Scheme) was a mandatory UK-wide emissions trading scheme in the UK that aimed to...
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Produced in partnership with Angus Evers of Shoosmiths 9th Apr
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England...
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9th Apr
Precedents
This Agreement is made [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England and...
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9th Apr
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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9th Apr
Precedents
Company number: [insert company name][insert company name] [limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
This Deed is made on [insert day and month] 20[insert year]Parties1The several persons whose names and addresses are set out in the Schedule (together...
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9th Apr
Precedents
Company number: [insert company number][insert company name] [limited OR plc]Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
[Ordinary OR Special] resolution:That the proposed purchase by the Company of [part of the business, assets and undertaking of OR the entire business,...
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9th Apr
Precedents
Company number: [insert company number][insert company name] [Limited OR Plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Precedents
[Acquisition OR Sale] of [insert name/description of target business]List of completion documents: Acquisition of the business of [insert business...
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9th Apr
Precedents
Dated [insert date]Introduction This is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence...
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9th Apr
Precedents
This Deed is made on [insert day and month] 20[insert year]Parties1[insert name of guarantor entity] [of OR a company incorporated in [England and...
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9th Apr

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