Private M&A (asset purchase)

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Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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9th Nov
Practice notes
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...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Precedents
Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
Practice notes
This Practice Note summarises the traditional fiduciary duties of company directors, including the duty to act in the best interests of the company,...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...
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9th Nov
Practice notes
A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...
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9th Nov

Most recent Private M&A (asset purchase) content

Practice notes
Heads of terms—share and asset purchasesHeads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding)...
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15th May
Practice notes
Disclosure—share and asset purchasesThis Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is...
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15th May
Practice notes
Completion and post-completion issues—asset purchaseThis Practice Note describes the legal and practical issues involved in successfully completing a...
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15th May
Practice notes
Issues arising where there is split exchange and completion—share and asset purchasesThis Practice Note describes the legal issues that may arise...
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15th May
Practice notes
Exclusivity—share and asset purchasesThis Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in...
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15th May
Practice notes
Brexit—IP completion day impact on private M&A sale and purchase agreementsAt 11pm (UK time) on 31 January 2020 (exit day), the United Kingdom left...
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15th May
Practice notes
Coronavirus (COVID-19)—impact on private M&A transactionsFactors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for...
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15th May
Practice notes
Consideration adjustments (completion accounts, locked box and earn-outs)—share and asset purchasesConsideration may be paid in many ways, and it may...
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15th May
Practice notes
Private M&A (share sale and asset sale)—glossary of termsAAccounts date dealOn an accounts date deal for a share purchase, the buyer will determine...
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15th May
Practice notes
CRC Energy Efficiency Scheme—an introductionThe CRC Energy Efficiency Scheme (the CRC Scheme) was abolished following the 2018/19 compliance year, in...
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15th May
Practice notes
Confidentiality—asset purchaseIntroductionThe following provides an overview of confidentiality agreements in the context of the acquisition of the...
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15th May
Practice notes
Data rooms—share and asset purchasesThis Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the...
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15th May
Practice notes
Warranty and indemnity (W&I) insurance in M&A transactionsWarranty and indemnity (W&I) insurance may be used in private company sale and purchase...
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Produced in partnership with Mary Duffy of AIG 15th May
Practice notes
The auction process in private equity transactionsAuction sales are common in larger private equity transactions. Often referred to as 'institutional...
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15th May
Practice notes
Auction sales—asset purchaseAuction processes play an important role in particular industries, for example, in the private equity industry or in...
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15th May
Practice notes
Due diligence—share and asset purchasesThis Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is...
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15th May
Practice notes
The impact of the EU GDPR and UK GDPR on M&A transactionsEU GDPR and UK GDPRThe General Data Protection Regulation, Regulation (EU) 2016/679 (EU...
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15th May
Practice notes
LR Resource Note—LR 10—Significant transactions: Premium listingThis Resource Note highlights relevant commentary, analysis and resources to assist...
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15th May
Practice notes
Listed and public company issues—share and asset purchasesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit...
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15th May
Practice notes
Warranties and indemnities—asset purchaseAn asset purchase agreement will typically include warranties and indemnities given by a seller in favour of...
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15th May

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