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...
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....
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England...
This Agreement is made [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England and...
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...
Warranty and Indemnity (W&I) insurance is an established risk transfer tool in private M&A transactions.For further information on the nature and use...
With the significant rise in the use of Warranty and Indemnity (W&I) insurance in private M&A transactions, lawyers are increasingly involved in the...
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...
Consideration may be paid in many ways, and it may also be adjusted post-completion as a means of reflecting true value for a buyer.From the seller's...
DRAFTING FOR BREXIT:For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of asset purchase agreements,...
Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset...
What is a misrepresentation?A misrepresentation is a untrue statement of fact or law made by one contractual party to the other and will be actionable...
This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...