Private M&A (asset purchase)

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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
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 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
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...
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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
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
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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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
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
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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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
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
This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...
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9th Nov
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...
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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

Q&As
By way of example, is it possible to have a master sale and purchase agreement governed by English law pursuant to which one party agrees to assign or...
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3rd Feb
Q&As
The GDPR became directly applicable and fully enforceable in all EU Member States from 25 May 2018. The GDPR introduced substantial amendments to data...
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13th Jan
Q&As
The GDPR became directly applicable and fully enforceable in all EU Member States from 25 May 2018. The GDPR introduced substantial amendments to data...
Read More >
13th Jan
Q&As
The GDPR became directly applicable and fully enforceable in all EU Member States from 25 May 2018. The GDPR introduced substantial amendments to data...
Read More >
13th Jan
Q&As
The recoverable loss under a share purchase agreement limitation of liability clause for breach of warranty is governed by contract law. The...
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6th Dec
Q&As
A disclosure exercise will be carried out by the seller in connection with the acquisition of shares in a target company or the acquisition of the...
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6th Dec
Q&As
A power of attorney (POA) is a formal instrument, executed by deed, by which a legal person (the donor) gives another legal person or persons (the...
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6th Dec
Q&As
An indemnity is a covenant by the seller to reimburse the buyer for losses arising from a specified event. In contrast to a warranty claim, the buyer...
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6th Dec
Q&As
Warranties provided by a seller in a share purchase agreement (SPA) are typically made subject to a number of limitations. These limitations will...
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6th Dec
Q&As
A buyer will often attempt to include in a share purchase agreement or asset purchase agreement a provision which states that the buyer's actual...
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6th Dec
Q&As
A business sale agreement or business transfer agreement records the terms and conditions by which the seller transfers its business and the assets...
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6th Dec
Q&As
Anti-embarrassment clauses are seen in the context of a share sale or business or asset sale, ie a transaction carried out either under a share...
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6th Dec
Q&As
This scenario reflects a common concern for sellers negotiating/agreeing an Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA), in terms...
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6th Dec

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