The following Corporate guidance note provides comprehensive and up to date legal information covering:
The key documents for a buyout are:
a sale and purchase agreement
articles of association for the investee company or its parent company which will serve as the buyout vehicle/group, ie the entity to acquire the target group or business
an investment agreement, and
a facility agreement and related security documents
For further information, see Practice Note: Buyouts.
The sale and purchase agreement documents the transfer of ownership of the target business whether for a share or asset purchase.
As to whether the acquisition is one of shares or assets depends on the particular circumstances of the sale including:
the structure of the selling group and how the business sits within that group, eg as a specific division/subsidiary, or with assets and employees across the group
the tax or other liabilities of the business
the ability to obtain change of control consents for contracts critical to the business, and
stamp duty and land tax
The sale and purchase agreement for a buyout is broadly the same as for any other acquisition of shares or assets, though there are some issues specific to buyouts, including:
the nature of assurances given for the period between exchange and completion in conditional agreements, and
the level of warranty cover given, and by which parties
For further information, see Practice Note: A guide to share
**excludes LexisPSL Practice Compliance, Practice Management and Risk and Compliance. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
Take a free trial
0330 161 1234