Private M&A (asset purchase)

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Practice notes
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
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9th Nov
Practice notes
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
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9th Nov
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 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
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 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 9th Nov
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
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 focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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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
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 9th Nov
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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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 9th Nov
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

Most recent Private M&A (asset purchase) content

Practice notes
At 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between...
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1st Dec
Practice notes
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between...
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1st Dec
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 1st Dec
Precedents
Brexit impact11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal...
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Produced in partnership with ELM Law 30th Nov
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 29th Nov
Practice notes
The sale of a company's business can be structured as either:•a sale of the business assets owned by the current owner, including goodwill (an asset...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 29th Nov
Practice notes
Deal makers may look to insurance to manage a variety of risks inherent in transactions. In many situations, tax risk can be managed or eliminated in...
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Produced in partnership with Mary Duffy of AIG 29th Nov
Practice notes
The conditions for a transfer of a business to be treated as a transfer of a going concern (a TOGC) are set out in Practice Note: VAT—what is a...
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Produced in partnership with Cathya Djanogly and Wedlake Bell 29th Nov
Practice notes
The sale of a company's business can be structured as either:•a sale of assets owned by the company (an asset sale), or•a sale of shares in the...
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29th Nov
Practice notes
In an asset sale, the buyer selects and purchases from the seller only those assets and liabilities it wishes to acquire. Sometimes, an asset sale is...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 29th Nov
Practice notes
The sale of a 'business' is really a sale of assets bundled together. VAT would therefore be charged on the transfer of each asset in accordance with...
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Produced in partnership with Cathya Djanogly 29th Nov
Precedents
[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's name and UTR]Election to apportion the price of fixtures under section 198...
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Produced in partnership with Martin Wilson 29th Nov
Practice notes
The properties owned by a company can be acquired by one of two methods:•a purchase of assets owned by the company (an asset purchase), or•a purchase...
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29th Nov
Practice notes
The properties owned by a company can be acquired by one of two methods:•a purchase of assets owned by the company, or•a purchase of shares in the...
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29th Nov
Precedents
This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):Parties1[insert...
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29th Nov
Practice notes
ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data...
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29th Nov
Precedents
This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):Parties1[insert...
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29th Nov
Precedents
This Agreement is made on [insert date] (the Commencement Date); Parties1[insert assignor name] a company incorporated in [England and Wales] whose...
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29th Nov
Precedents
This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):Parties1[insert...
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29th Nov
Practice notes
Brexit: On 31 January 2020, the UK ceased to be an EU Member State and entered an implementation period, during which it continues to be subject to EU...
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29th Nov

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