Corporate transactions

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Corporate transactions guidance:

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...

Practice Note

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...

Practice Note

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...

Practice Note

This Practice Note is part of the Environmental transactions asset purchase toolkit. It has been produced in partnership with ELM Law. EHS...

Practice Note

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...

Practice Note

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...

Practice Note

When is environmental insurance appropriate? Environmental insurance may need to be considered in the following situations: • an environmental report identifies...

Practice Note

For more information, see: Post-completion environmental issues (asset purchase)—checklist. Deal with any EHS issues highlighted in the legal due diligence...

Practice Note

The majority of the completion and post-completion tasks in an asset purchase transaction are undertaken by the corporate lawyers, such as: • completion...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

Increased emphasis on climate change and carbon emissions reduction is affecting corporate transactions. In addition to schemes such as the EU Emissions Trading Scheme...

Practice Note

Commercial Property Standard Enquiries (CPSEs) are industry standard pre-contract enquiries used in commercial property transactions. CPSEs are endorsed by the British...

Practice Note

Legal requirements There is a legal presumption that any non-domestic buildings (and the common parts of domestic buildings) whose construction was completed before 2000...

Practice Note

What environmental offences require mens rea? While most environmental offences are characterised by strict liability, a limited category require an element of mens rea...

Practice Note

A parent company is not responsible for the acts or omissions of its subsidiary simply by virtue of its status as parent. Each subsidiary has separate corporate...

Practice Note

The specific offence of corporate manslaughter was created by the Corporate Manslaughter and Corporate Homicide Act 2007 (CMCHA 2007). The CMCHA 2007 extends to the whole...

Practice Note

Purchasers and vendors consider a range of issues when undertaking due diligence during a commercial transaction for acquisition or sale of a businesses and its...

Practice Note

The CRC Energy Efficiency Scheme The CRC Energy Efficiency Scheme (CRC Scheme) is a mandatory UK-wide emissions trading scheme in the UK that aims to cut carbon dioxide...

Practice Note

Directors, and in some cases shadow directors, owe numerous duties to a company. Many of those duties have been developed by the courts over hundreds of years from more...

Practice Note

The duty to promote the success of the company is one of the general duties owed to a company by its directors under the Companies Act 2006 (CA 2006). For further...

Practice Note

Directors are the agents of a company who manage its day-to-day business and owe a number of duties to it. The Companies Act 2006 (CA 2006) codified for the first time...

Practice Note

This Practice Note provides an overview of the purpose, nature and scope of the due diligence process that is carried out by a potential buyer prior to the acquisition of...

Practice Note

Brexit impact This content is likely to be impacted by the UK’s withdrawal from the EU. For information on how leaving the EU will affect environmental law, see Practice...

Practice Note

Reviewed by Professor Richard Macrory Brexit impact This content is likely to be impacted by the UK’s withdrawal from the EU. For information on how leaving the EU will...

Practice Note

Reviewed by Professor Richard Macrory Regulatory Enforcement and Sanctions Act 2008 (RESA 2008) enables regulators to be given powers to deal with offences using six new...

Practice Note

What is an environmental report? Environmental reports are normally undertaken to assess the environmental risks and liabilities at a site. They may be commissioned for...

Practice Note

Why use an environmental consultant? Environmental consultants provide expertise in a number of different areas, such as assessing environmental risk in...

Practice Note