Private M&A (asset purchase)

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Practice notes
AIM Rules for Companies—Rules 12, 13, 14, 15 and 16—disclosure of corporate transactionsThis Resource Note outlines the main provisions of Rules 12,...
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19th May
Practice notes
Authorised share capital—continued relevanceThe allotment of shares is governed by the Companies Act 2006 (CA 2006). The requirements that apply...
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19th May
Practice notes
Demergers—an introduction for corporate lawyersA demerger is a transaction whereby a business carried on by a company within a group is taken out of...
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19th May
Practice notes
Returning capital to shareholders—B share schemesWhat is a B share scheme and why is it used?A B share scheme is one method used by UK companies to...
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Produced in partnership with Glafkos Tombolis 19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Practice notes
The Duomatic principleThe principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Takeover Code—Rule 3—Independent adviceThis Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code),...
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19th May
Practice notes
Substantial property transactions—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains provisions that restrict and...
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19th May
Practice notes
Matters reserved for the boardThe UK Corporate Governance Code (UKCG Code) of the Financial Reporting Council (FRC) sets out standards of good...
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19th May
Practice notes
Unregistered companiesWhat is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered...
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19th May

Most recent Private M&A (asset purchase) content

Q&As
In many asset sales the apportionment of the business' sale price apportions £1.00 to the business' lease, why is this and how is this apportionment...
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27th Jul
Precedents
Asset purchase agreement—long form—unconditional (buyer’s version)This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name...
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27th Jul
Precedents
Asset purchase agreement—long form—unconditional (seller’s version)This Agreement is made on [insert day and month] 20[insert year]Parties1[insert...
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27th Jul
Precedents
Asset purchase agreement—long form—conditional (seller’s version)This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name...
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27th Jul
Precedents
Asset purchase agreement—long form—conditional (buyer’s version)This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name...
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27th Jul
Precedents
Asset purchase agreement—short formThis Agreement is made [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a...
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27th Jul
Q&As
What are the usual limitations on the warranties in a share purchase or asset purchase transaction?A warranty is a contractual statement or assurance...
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27th Jul
Practice notes
Completion and post-completion issues—asset purchaseThis Practice Note describes the legal and practical issues involved in successfully completing a...
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27th Jul
Practice notes
Private M&A (share sale and asset sale)—glossary of termsAAccounts date dealOn an accounts date deal for a share purchase, the buyer will determine...
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27th Jul
Practice notes
Private equity investment—the acquisition processThe acquisition of a company or business and assets in the context of a private equity buyout, while...
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27th Jul
Precedents
Assignment of intellectual property rights (asset purchase) (short form)This Agreement is made on [insert date] (the Commencement Date) between the...
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25th Jul
Practice notes
Data protection principles under the DPA 1998 [Archived]ARCHIVED: This archived Practice Note provides information on the data protection regime...
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Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 25th Jul
Precedents
Intellectual property licence (asset purchase) (short form)This Agreement is made on [insert date] (Commencement Date) between the following parties...
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25th Jul
Practice notes
Key definitions under data protection lawOn 31 January 2020, the UK ceased to be a member of the EU and EEA. Given the extensive data flows between...
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25th Jul
Precedents
Intellectual property licence (asset purchase) (long form)This Agreement is made on [insert date] (Commencement Date) between the following parties...
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25th Jul
Precedents
Assignment of intellectual property rights (asset purchase) (long form)IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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25th Jul
Practice notes
Applicability and scope of the DPA 1998 [Archived]ARCHIVED: This archived Practice Note provides information on the data protection regime before 25...
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25th Jul
Practice notes
Corporate transactions for IT lawyersCorporate transactions are a frequent feature of a lawyer’s life and can be one of the most challenging. In...
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Produced in partnership with Fieldfisher 25th Jul
Practice notes
Data protection principlesOn 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,...
Read More >
Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 25th Jul

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