Asset purchase agreement

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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)

R v Hawkins, Dixon & MPM North West Ltd—aspects of gross negligence manslaughter

The following Corporate Crime news provides comprehensive and up to date legal information on R v Hawkins, Dixon & MPM North West Ltd—aspects of gross negligence manslaughter

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Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

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...

Fiduciary duties of directors

This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...

Intention to float announcements in Main Market and AIM IPOs

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...

Practice notes

Company restoration—restoration by court order

Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...

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

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

Joint shareholders

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...

9th Nov

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

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Class rights and variation of class rights

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...

9th Nov

In-house

Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

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

Irrevocable commitments and letters of intent

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...

9th Nov

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

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

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Asset purchase agreement content

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

Precedents

EU GDPR and UK GDPR compliant data protection warranties—pro-seller—long form—asset purchase agreement

Insert the following as new definitions in the asset purchase agreement:Data Protection Laws• means as applicable and binding on the...

9th Apr

Precedents

EU GDPR and UK GDPR compliant data protection warranties—pro-seller—short form—asset purchase agreement

Insert the following as new definitions in the asset purchase agreement:Data Protection Laws• means as applicable and binding on the...

9th Apr

Precedents

EU GDPR and UK GDPR compliant data protection warranties—pro-buyer—short form—asset purchase agreement

Insert the following as new definitions in the asset purchase agreement:Data Protection Laws• means as applicable and binding on the...

9th Apr

Precedents

APA—Additional provisions for back to back warranties

Insert the following clauses as new clauses 11.13 and 11.14 of precedent: Asset purchase agreement—long form—conditional (buyer's version):11...

9th Apr

Practice notes

Tax issues on deferred consideration and asset sales

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...

Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 9th Apr

Practice notes

Warranty and indemnity (W&I) insurance—claims

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...

Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr

Practice notes

Warranty and Indemnity (W&I) insurance in private M&A transactions—guide to the key documents

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...

Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr

Q&As

What changes will need to be made to the data protection provisions in corporate precedents at the end of the Brexit implementation period?

Important note: The Retained Regulation (EU) 2016/679 (UK GDPR) regime described in this Q&A is the regime which is expected to apply once the...

9th Apr

Brexit

Practice notes

Warranties and indemnities—asset purchase

An asset purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer.Why we need warranties and...

8th Apr

Practice notes

Brexit—IP completion day impact on private M&A sale and purchase agreements

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...

8th Apr

Brexit

Practice notes

Listed and public company issues—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...

8th Apr

Practice notes

Consideration adjustments (completion accounts, locked box and earn-outs)—share and asset purchases

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...

8th Apr

Practice notes

A guide to asset purchase agreements

DRAFTING FOR BREXIT:For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of asset purchase agreements,...

8th Apr

Practice notes

Warranty and indemnity (W&I) insurance in M&A transactions

Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset...

Produced in partnership with Mary Duffy of AIG 8th Apr

Practice notes

Representations—share and asset purchases

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...

8th Apr

Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

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...

8th Apr

Practice notes

Coronavirus (COVID-19)—impact on private M&A transactions

Factors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal...

8th Apr

COVID-19

Practice notes

Brexit—impact on private M&A transactions [Archived]

ARCHIVED: This archived Practice Note looked at the potential effect of Brexit in the period prior to 11pm (GMT) on 31 December 2020 (IP completion...

8th Apr

Brexit