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 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

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

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

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

Sale of [[insert name of company or business]: Timetable TimingActionResponsibility Seller preparations IM – [insert number] daysAppoint seller’s team of corporate...

Precedents

Auction processes play an important role in particular industries, for example, in the private equity industry or in government privatisations, or in large value...

Practice Note

Auction processes play an important role in particular industries, for example, in the private equity industry, in government privatisations, or in large value...

Practice Note

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...

Precedents

To: The Directors [insert company name] [LTD OR PLC] [insert address] [insert date] Dear [Directors OR Secretary] [insert company name] [LTD OR PLC] (the...

Precedents

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...

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 company name]...

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 company name]...

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 company name]...

Precedents

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...

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 company name]...

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 company name]...

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 company name]...

Precedents

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...

Practice Note

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...

Practice Note

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...

Practice Note