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
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 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
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
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
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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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
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
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
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
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...
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9th Nov

Most recent Private M&A (asset purchase) content

Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is carried out by a seller in connection with...
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8th Apr
Practice notes
Auction sales are common in larger private equity transactions. Often referred to as 'institutional buyouts', disposals by auction are usually...
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8th 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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8th Apr
Practice notes
A business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally different in...
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8th Apr
Practice notes
This Practice Note describes the legal and practical issues involved in successfully completing a business acquisition transaction. At completion,...
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8th Apr
Practice notes
The acquisition of a company or business and assets in the context of a private equity buyout, while similar to a standard acquisition in many...
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8th Apr
Practice notes
Heads of terms (also known as an offer letter, term sheet, letter of intent or memorandum of understanding) set out, in a short document, a broad...
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8th Apr
Practice notes
The buyer may fund the acquisition by way of:•cash: from its internal cash resources (or those of its parent or other group company)•debt financing:...
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8th 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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8th Apr
Practice notes
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...
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8th Apr
Practice notes
When acting on a corporate transaction (transaction) a professional adviser, eg financial adviser, solicitor, accountant etc, will enter into a letter...
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8th Apr
Practice notes
DRAFTING FOR BREXIT:For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of asset purchase agreements,...
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8th Apr
Practice notes
This Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is carried out by a potential buyer prior...
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8th Apr
Practice notes
Private M&A transactions, whether they be for the sale and purchase of a company or a business, are concluded by way of an exchange (or signing) of...
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8th Apr
Practice notes
This Practice Note provides an overview of exclusivity provisions in the context of the acquisition of shares in a company or the acquisition of a...
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8th Apr
Practice notes
Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset...
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Produced in partnership with Mary Duffy of AIG 8th Apr
Practice notes
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...
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8th Apr
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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8th Apr
Practice notes
Factors affecting deal activityThe Coronavirus (COVID-19) pandemic will have an effect for its duration on many aspects of corporate law for legal...
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8th Apr
Practice notes
This Resource Note highlights relevant commentary, analysis and resources to assist with the interpretation of, and provide practical guidance on the...
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8th Apr

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