The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note provides an overview of the purpose, nature and scope of the disclosure exercise that is carried out by a seller in connection with the acquisition of shares in a private limited company or the acquisition of a business and its assets (the target). The disclosure process is a fundamental part of the sale transaction and the parties should not underestimate the time and resources required to carry it out effectively. By obtaining appropriate professional advice, the parties can help to avoid or mitigate any potential risks that may arise.
The seller will need to review each warranty in detail with its advisers and consider what disclosures it needs to make against each warranty, as inadequate disclosures may mean that the seller is exposing itself to potential breach of warranty claims.
The seller’s solicitors will co-ordinate the disclosure exercise and draft the disclosure letter in conjunction with the seller and its management team. This can be a lengthy and time-consuming process. The disclosure exercise is usually started early on in the transaction and is conducted at the same time as the share purchase agreement (SPA) or asset purchase agreement (APA) is negotiated, given the interdependence between the warranties in the SPA/APA and the disclosure letter. As the buyer may raise additional queries arising from the disclosures, both due diligence and disclosure may continue up
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This Practice Note considers proprietary estoppel from a generic standpoint.For industry specific guidance on proprietary estoppel, see Practice Notes:•Estoppel and property law•Mortgages by estoppelProprietary estoppel—what is it?Unlike the other forms of estoppel (see Practice Note: Estoppel—what,
Coronavirus (COVID-19): During the current pandemic, legislation and changes to practice and procedure in the courts and tribunals have been introduced, which affect the following:•proceedings for possession•forfeiture of business leases on the grounds of non-payment of rent•a landlord's right to
An ad hoc arbitration is any arbitration in which the parties have not selected an institution to administer the arbitration. This offers parties flexibility as to the conduct of the arbitration, but less external support for the process. It can be quicker than institutional arbitration but not if
Case number [insert number][In the principal registryORIn the [insert court location] FAMILY court]Sitting at [insert place]Notice of actingBetween[insert petitioner name]Petitionerand[insert respondent name]RespondentTake notice that we [insert name of firm] have been appointed to act as the
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