Private M&A (asset purchase)

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Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Corporate weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Corporate weekly highlights—15 April 2021

Market Tracker weekly highlights—15 April 2021

The following Corporate news provides comprehensive and up to date legal information on Market Tracker weekly highlights—15 April 2021

Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

The following Commercial news provides comprehensive and up to date legal information on Enforceability of restrictive covenants in a shareholders’ agreement and the assessment of damages for breach (Score Draw v PNH International)

Featured Corporate content

A company’s constitution

What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Registration of company charges

BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

Practice notes

Company records—a company's statutory registers

Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...

9th Nov

Practice notes

The effect of a private company redemption of shares, including post-redemption steps

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

Private equity investment—ratchets

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...

9th Nov

Practice notes

A guide to cash box placings

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...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction

This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Demergers—an introduction for corporate lawyers

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...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

Practice notes

Sub-division and consolidation of shares

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...

9th Nov

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Private M&A (asset purchase) content

Practice notes

National Security and Investment Bill—progress tracker

The National Security and Investment Bill (NSI Bill) seeks to introduce a mandatory foreign direct investment (FDI) notification regime in the UK for...

16th Apr

Practice notes

Pension issues in business sales—acting for the seller

FORTHCOMING DEVELOPMENT: On 11 February 2021 the Pension Schemes Bill received Royal Assent becoming the Pension Schemes Act 2021 (PSA 2021). Among...

16th Apr

Practice notes

The EU merger investigation process

If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...

14th Apr

Precedents

Deed of release: for a debenture or mortgage—single company security provider—full or partial release

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...

14th Apr

Practice notes

CGT—business asset disposal relief (formerly entrepreneurs' relief)

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...

Produced in partnership with Satwaki Chanda 12th Apr

Practice notes

Key definitions under data protection law

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...

12th Apr

Practice notes

Data protection principles

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...

Produced in partnership with Pillsbury Winthrop Shaw Pittman LLP 12th Apr

Practice notes

CRC Initial Phase (Phase 2)—issues in corporate transactions

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...

Produced in partnership with Angus Evers of Shoosmiths 9th Apr

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 of selling corporate entity] a company incorporated in [England...

9th Apr

Precedents

Asset purchase agreement—short form

This Agreement is made [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England and...

9th Apr

In-house

Practice notes

Employment due diligence—share and asset purchases

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

9th Apr

Precedents

Board minutes—seller (asset purchase: exchange and completion)

Company number: [insert company name][insert company name] [limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...

9th Apr

Precedents

Deed of contribution—asset purchase

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...

9th Apr

Precedents

Board minutes—buyer (asset purchase: exchange and completion)

Company number: [insert company number][insert company name] [limited OR plc]Minutes of a meeting of the board of directors (the Meeting) of [insert...

9th Apr

Precedents

Resolution—approval of an asset purchase

[Ordinary OR Special] resolution:That the proposed purchase by the Company of [part of the business, assets and undertaking of OR the entire business,...

9th Apr

Precedents

Board minutes—seller (asset purchase: exchange)

Company number: [insert company number][insert company name] [Limited OR Plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...

9th Apr

Precedents