Asset purchase

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Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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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
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
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
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
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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9th Nov
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
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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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 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
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 Asset purchase content

Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] incorporated in [England and Wales...
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6th May
Practice notes
IntroductionGroups of companies undertake reorganisations for many and varied reasons but, regardless of the reason, those reorganisations will often...
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Produced in partnership with Sara Cohen of Lewis Silkin LLP and Karen Cooper of Cooper Cavendish 22nd Apr
Precedents
This Agreement is made on [insert day and month] 20 [insert year]Parties1[Insert name of party] incorporated in England and Wales with registered...
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21st Apr
Precedents
This Deed is made on [insert day and month] 20[insert year]Parties1[insert name of Lender], a company incorporated in England and Wales with...
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14th 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 Jane Fielding of Gowling WLG 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 insert day, month...
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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
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
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
An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate...
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8th Apr
Precedents
[ON HEADED NOTEPAPER OF CHARGEE][insert the name and address of the buyer/ second lender][insert date]Dear [insert organisation name],[Debenture OR...
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8th Apr
Precedents
This Licence is made on [insert date] (Commencement Date):Parties1[insert licensor name] a company incorporated in [England and Wales] under number...
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6th Apr
Precedents
This Deed is made on [insert date] Parties1[insert assignor name] a company incorporated in [England and Wales] whose registered number is [insert...
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6th 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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1st Mar

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