Brexit impact As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
Brexit impact As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
Brexit impact As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
1 Definitions Asbestos means asbestos or asbestos-containing materials of any sort whatsoever Asbestos Claim means a claim arising, at any time before the date by which...
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...
This Practice Note is part of the Environmental transactions asset purchase toolkit. It has been produced in partnership with ELM Law. Technical due diligence If there...
The asset purchase agreement (APA) will typically be drafted during the preliminary or due diligence phase and finalised during this phase. Negotiations will extend right...
Sellers will often use a virtual data room (a restricted access internet site set up by a service provider on behalf of the sellers, as distinct from a ‘physical’ data...
This Practice Note is part of the Environmental transactions asset purchase toolkit. It has been produced in partnership with ELM Law. EHS questionnaire The buyer’s...
In the due diligence phase the buyer’s lawyers and other advisers have the opportunity to investigate the legal, technical and financial performance of the target...
This Practice Note is part of the Environmental transactions asset purchase toolkit. It has been produced in partnership with ELM Law. When is an indemnity needed? If...
When is environmental insurance appropriate? Environmental insurance may need to be considered in the following situations: • an environmental report identifies...
For more information, see: Post-completion environmental issues (asset purchase)—checklist. Deal with any EHS issues highlighted in the legal due diligence report Legal...
The majority of the completion and post-completion tasks in an asset purchase transaction are undertaken by the corporate lawyers, such as: • completion meeting • filing...
Heads of terms The acquisition of a business (the target business) will begin with agreement of the main commercial terms including price, deal structure, due diligence...
Reviewing technical reports If a technical environmental report was obtained by the buyer during the due diligence phase (or provided by the seller in the data room), it...
Acting for a seller The Precedent: EHS warranties—asset purchase agreement—seller’s version contains a minimal set of environment, health and safety (EHS) warranties when...
This Practice Note is part of the Environmental transactions asset purchase toolkit. It has been produced in partnership with ELM Law. The following questions can be used...
Why are lenders concerned about environmental risk? The ever growing number of environmental laws has affected the way that lenders perceive environmental risk and has...
Lenders' risk exposure Lenders are increasingly concerned with environmental risk in their day to day secured lending businesses. All major UK banks now have to make, to...
Increased emphasis on climate change and carbon emissions reduction is affecting corporate transactions. In addition to schemes such as the EU Emissions Trading Scheme...
Commercial Property Standard Enquiries (CPSEs) are industry standard pre-contract enquiries used in commercial property transactions. CPSEs are endorsed by the British...
The sale contract is usually drafted by the seller’s solicitors and may have been provided as early as the heads of terms stage. The seller and buyer’s lawyers will...
In the due diligence stage, unless the seller is providing a certificate of title, the buyer will undertake pre-contract searches and enquiries and assess the need for...
Pre-contract searches Pre-contract searches are usually carried out by the buyer’s solicitor but may be carried out by the seller’s solicitors if they are to give a...
Commercial Property Standard Enquiries (CPSE) The Commercial Property Standard Enquiries (CPSE) have become the industry-standard pre-contract enquiries for commercial...
