Ancillary documents

Ancillary documents

In addition to the asset purchase agreement and disclosure letter (dealt with in other sub-topics), a number of 'ancillary' documents may be required to be prepared and negotiated prior to exchange, depending on the particular circumstances of the transaction. Often, while a more senior corporate lawyer will work on drafting and negotiating the asset purchase agreement (and potentially the disclosure letter as well), a junior lawyer will be charged with preparing various ancillary documents.

Board minutes and member resolution

Board minutes will need to be prepared, whether acting for the seller or buyer (and to include minutes for the target company as well with respect to the completion of the transaction):

1. •

   at exchange (where there is split exchange and completion) so as to approve the terms of the transaction and the transaction documents and authorise them to be executed—see Precedents:

   1. ◦

      Board minutes—private M&A—asset purchase—exchange—seller, and

   2. ◦

      Board minutes—private M&A—asset purchase—exchange—buyer