Private M&A (asset purchase)

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Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
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
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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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
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...
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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
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
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Practice notes
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...
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Produced in partnership with Louise Wolfson. 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
The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital,...
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9th Nov
Practice notes
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
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9th Nov
Practice notes
This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...
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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
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...
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9th Nov

Most recent Private M&A (asset purchase) content

Precedents
Company number: [insert company number][insert company name] [Limited OR Plc] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Precedents
[Acquisition OR Sale] of [insert name/description of target business]List of completion documents: Acquisition of the business of [insert business...
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9th Apr
Precedents
Dated [insert date]Introduction This is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence...
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9th Apr
Precedents
This Deed is made on [insert day and month] 20[insert year]Parties1[insert name of guarantor entity] [of OR a company incorporated in [England and...
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9th Apr
Precedents
VERIFICATION NOTESfor the information memorandum (the Information Memorandum) prepared by [insert name of the seller] (the Seller) with the assistance...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Precedents
Company number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Precedents
To: [Insert employee name and address][Insert date]Dear [Insert employee name]Notice of change of employerWe are writing to you to formally advise you...
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9th Apr
Precedents
Letterhead of corporate finance advisors[insert name of recipient][insert address of recipient][insert date]Dear [insert name]Sale of [Insert name of...
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9th Apr
Precedents
Sale of [[insert name of company or business]: TimetableTimingActionResponsibilitySeller preparationsIM – [insert number] daysAppoint seller’s team of...
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9th Apr
Precedents
Strictly private and confidentialTo: [Insert potential seller name][Insert potential seller address]FAO: [Insert name of relevant contact at the...
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9th Apr
Precedents
Company number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the `Meeting) of [insert...
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9th Apr
Precedents
Insert the following clauses as new clauses 11.13 and 11.14 of precedent: Asset purchase agreement—long form—conditional (buyer's version):11...
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9th Apr
Precedents
Company number: [insert company number][insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert...
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9th Apr
Precedents
Project [Insert project name] commercial contract reviewDocument name:Data room reference:Reviewed by:Review date:Follow up instructions comments...
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9th Apr
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Apr
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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Produced in partnership with Cathya Djanogly and Wedlake Bell 9th Apr
Practice notes
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...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 9th Apr

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