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 fairly substantial...
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 agreement (SPA)....
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 contracts and...
BREXIT: The law and practice referred to in this Practice Note may be impacted by Brexit. For further information on the potential impact, see: The effect of Brexit on UK...
This Practice Note covers how 'business combinations' are accounted for, together with some accounting issues that can arise as a result of the way M&A transactions are...
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form. Insert the...
ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data Protection Act 1998...
Produced in partnership with DLA Piper UK LLP 1 The Vendor shall indemnify and keep indemnified the Purchaser against any and all Asbestos Liabilities. Asbestos...
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 their nature and...
Letterhead of corporate finance advisors [insert name of recipient] [insert address of recipient] [insert date] Dear [insert name] Sale of [Insert name of company or...
Sale of [[insert name of company or business]: Timetable TimingActionResponsibility Seller preparations IM – [insert number] daysAppoint seller’s team of corporate...
Auction processes play an important role in particular industries, for example, in the private equity industry or in government privatisations, or in large value...
Auction processes play an important role in particular industries, for example, in the private equity industry, in government privatisations, or in large value...
The Directors [Insert company name] [LTD OR PLC] [Insert company address] [Insert date] Dear [Directors OR Secretary] [Insert company name] [LTD OR PLC] (Company) We...
To: The Directors [insert company name] [LTD OR PLC] [insert address] [insert date] Dear [Directors OR Secretary] [insert company name] [LTD OR PLC] (the...
Insert the following clauses as new clauses 8.14 and 8.15 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 8 Warranties 8.14 The...
Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
Company number: [insert company number] [insert company name] [limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [company name] [Limited OR...
Company number: [insert company number] [insert company name] [limited OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
Company number: [insert company number] [insert company name] [Limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
Company number: [insert company number] [insert company name] [Limited OR plc] Minutes of a meeting of the board of directors (the Meeting) of [insert company name]...
The nature and purpose of break fees Break fees are generally designed to compensate one party’s legal and professional costs which it may have incurred in due diligence...
The UK has voted to leave the EU. Brexit or the date when the UK formally leaves the EU as defined in the European Union (Withdrawal) Act 2018 (Exit Day) can occur either...
In an asset purchase, the buyer purchases only those assets and assumes only those liabilities it wishes to acquire: • sometimes an asset purchase is the purchase of an...
