Asset purchase agreement

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Payments for a director’s loss of officeThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as...
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19th May
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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
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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
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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
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DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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19th May
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Redemption of shares—procedureThis Practice Note describes the procedure for a limited company to carry out redemption of its redeemable...
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19th May
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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
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Continuing obligations—vote holder and issuer notification rules (DTR 5)This Practice Note focuses on the notification obligations of holders of...
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19th May
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Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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19th May
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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
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G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
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Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
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Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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19th May
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Is it possible to make a manuscript amendment to the consideration clause of a stock transfer form after signature?The correct process to be followed...
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19th May
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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
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Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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19th May

Most recent Asset purchase agreement content

Practice notes
Warranty and Indemnity (W&I) insurance in private M&A transactions—guide to the key documentsWith the significant rise in the use of Warranty and...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 1st Aug
Practice notes
Warranty and indemnity (W&I) insurance—claimsWarranty and Indemnity (W&I) insurance is an established risk transfer tool in private M&A...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 1st Aug
Q&As
Do you have an asset transfer agreement which relates to a sole trader incorporating his business?An individual may decide to carry on business in his...
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1st Aug
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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1st Aug
Q&As
What is the meaning of the expression ‘so far as the seller is aware’, ‘to the seller’s best knowledge, information and belief’ (or similar...
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Produced in partnership with Hannah Laithwaite of Lamb Chambers 1st Aug
Q&As
Is it standard market practice to define in a sale and purchase agreement (whether relating to an asset or share sale) the meaning of the term...
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Produced in partnership with Julian Henwood of Gowling WLG 1st Aug
Q&As
In a share purchase or asset purchase transaction involving split exchange and completion, what are the implications of the seller giving the...
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31st Jul
Q&As
What are the key issues under the GDPR that a buyer involved in a share purchase or asset purchase M&A transaction should consider?The GDPR became...
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31st Jul
Q&As
What issues should a seller in a M&A transaction (whether share purchase or asset purchase) consider with regard to the disclosure of personal...
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31st Jul
Q&As
Is a buyer subject to a duty to mitigate loss where a seller gives warranties on an indemnity basis in a share purchase agreement?An indemnity is a...
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31st Jul
Q&As
What are the differences between warranties and indemnities in a share purchase agreement and asset purchase agreement?A share purchase agreement...
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31st Jul
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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31st Jul
Q&As
What factors impact the choice of English law as the governing law for a new agreement which will directly impact upon the operation of existing...
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31st Jul
Q&As
What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement?This...
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31st Jul
Q&As
Can external investment be included as a ‘trigger event’ for the purposes of an anti-embarrassment clause?Anti-embarrassment clauses are seen in the...
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31st Jul
Q&As
Are costs and expenses incurred by a buyer in bringing a warranty claim to be taken into account in calculating the monetary thresholds under the...
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31st Jul
Q&As
Can a seller's warranty in a share purchase agreement be qualified by the buyer's actual imputed or constructive knowledge of a matter?Warranties...
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31st Jul

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