Private M&A (asset purchase)

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Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
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...
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9th Nov
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 examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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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
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
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
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
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
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

Most recent Private M&A (asset purchase) content

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
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...
Read More >
Produced in partnership with Cathya Djanogly 9th Apr
Practice notes
Deal makers may look to insurance to manage a variety of risks inherent in transactions. In many situations, tax risk can be managed or eliminated in...
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Produced in partnership with Mary Duffy of AIG 9th Apr
Practice notes
The sale of a company's business can be structured as either:•a sale of the business assets owned by the current owner, including goodwill (an asset...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 9th Apr
Practice notes
The sale of a company's business can be structured as either:•a sale of assets owned by the company (an asset sale), or•a sale of shares in the...
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9th Apr
Practice notes
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...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr
Practice notes
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...
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Produced in partnership with Adrian Furlonge of Hemsley Wynne Furlonge LLP 9th Apr
Q&As
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...
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9th Apr
Practice notes
IP may be transferred in corporate transactions either through the sale of shares in a company holding the IP, or as part of the sale of the trade and...
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Produced in partnership with Anne Fairpo of Temple Tax Chambers 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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9th Apr
Practice notes
This Practice Note highlights the key legal and commercial issues for a buyer when looking to buy a software business. This particularly focuses on...
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9th Apr
Practice notes
A ‘merger’ may fall within the EU merger rules and require notification to the European Commission if at least two parties to the transaction generate...
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8th Apr
Practice notes
The properties owned by a company can be acquired by one of two methods:•a purchase of assets owned by the company (an asset purchase), or•a purchase...
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8th Apr
Practice notes
The properties owned by a company can be acquired by one of two methods:•a purchase of assets owned by the company, or•a purchase of shares in the...
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8th Apr
Practice notes
An asset purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer.Why we need warranties and...
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8th Apr
Practice notes
This Practice Note, which applies to both share purchase and asset purchase transactions, explains:•the differences between a physical data room (a...
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8th Apr
Practice notes
AAccounts date dealOn an accounts date deal for a share purchase, the buyer will determine the purchase price by reference to the previous set of...
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8th Apr

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