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 purchase of some or all of a company's assets (the APA). See Precedent: Asset purchase agreement—long...
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...
Insert the following definitions as new definitions into clause 1 of the precedent: Asset purchase agreement—long form—conditional (buyer's version): 1. Definitions and...
Insert the following definitions as new definitions into clause 1 of Precedent: Asset purchase agreement—long form—conditional (buyer's version): 1 Definitions and...
Insert the following clauses as new clauses 11.13 and 11.14 of precedent: Asset purchase agreement—long form—conditional (buyer's version): 11 Warranties 11.13 The Seller...
Insert the following definitions (where appropriate) as new definitions into clause 1 of the precedent: Asset purchase agreement—long form—conditional (buyer's version):...
Insert the following definitions as new definitions into clause 1 of precedent: Asset purchase agreement—long form—conditional (buyer's version): 1. Definitions and...
Insert the following definitions as new definitions into clause 1 of precedent: Asset purchase agreement—long form—conditional (buyer's version): 1 Definitions and...
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...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
Produced in partnership with Andrew Patten of SNR Denton This clause is optional and may be used in a business purchase agreement to protect the buyer against the risk...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see 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 their nature and...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’): Parties 1 [insert Assignor name] a...
This Agreement is made on [insert date] (the Commencement Date); Parties 1 [insert assignor name] a company incorporated in [England and Wales] whose registered number is...
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...
