Corporate transactions

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Corporate transactions guidance:

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...

Precedents

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

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 questionnaire The buyer’s...

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 target...

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 needed? If...

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 report Legal...

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 meeting • filing...

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 data room), it...

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 note sets out the environmental...

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

Produced in partnership with DLA Piper UK LLP ARCHIVED: This Precedent has been archived and is for historical purposes only. Warranties 1 No Group Company is required to...

Precedents

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

Practice Note

1 Please provide full details of the Company’s compliance with the CRC Energy Efficiency Scheme (the initial phase: 1 April 2014 – 31 March 2019) (CRC Scheme), including:...

Precedents

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

Produced in partnership with ELM Law Definitions Environment all or any of the following media: (a) air (including air within buildings or other structures and whether...

Precedents
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