Private M&A (share purchase)

Private M&A (share purchase) guidance:

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...

Practice Note

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...

Practice Note

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)....

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form. Insert the...

Precedents

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...

Precedents

Insert the following definitions as new definitions into clause 1 of Precedent: Asset purchase agreement—long form—conditional (buyer's version): 1 Definitions and...

Precedents

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...

Precedents

Insert the following definitions (where appropriate) as new definitions into clause 1 of the precedent: Asset purchase agreement—long form—conditional (buyer's version):...

Precedents

Insert the following definitions as new definitions into clause 1 of precedent: Asset purchase agreement—long form—conditional (buyer's version): 1. Definitions and...

Precedents

Insert the following definitions as new definitions into clause 1 of precedent: Asset purchase agreement—long form—conditional (buyer's version): 1 Definitions and...

Precedents

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...

Practice Note

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...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

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...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

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...

Practice Note

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

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...

Precedents

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...

Precedents

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...

Precedents
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