Refine By
Clear all filter
About 92251 results for "*"
PRECEDENTS
Project [Insert project name] commercial contract review Document name: Data room reference: Reviewed by: Review date: Follow up instructions comments following review: Summary
PRECEDENTS
Project [insert project name] commercial contract review Document name: Data room reference: Reviewed by: Review date: Follow up instructions comments following review: Summary
PRECEDENTS
Dated [insert date] Introduction This is a further information request following the due diligence questionnaire dated [insert date] (Due Diligence Questionnaire) relating to the proposed purchase of the business of [insert name of seller] (the Seller) (the Business) and certain assets owned by the Seller by [insert name of buyer] (the Buyer)
PRECEDENTS
Dated [insert date] Introduction This is a further information request following the due diligence questionnaire dated [insert date] (Due diligence Questionnaire) relating to the proposed purchase of the entire issued share capital of [insert name of target company] Limited incorporated in England and Wales under number [insert company number] (the Company) by [insert name of buyer] (the Buyer) from
PRACTICE NOTES
The purpose of due diligence Due diligence (the process by which information about the proposed purchase is collated and assessed by the buyer's advisers) enables the buyer to make informed decisions about the property that it is proposing to buy. The due diligence will reveal if there are any potential risks which the buyer will be exposed to and the buyer can then decide how to minimise these risks. This may be by: • an adjustment to the price • warranties from the seller in the missives • title indemnity insurance to cover the risk • corrective conveyancing or an application to the Lands Tribunal to vary or remove title conditions, or • not proceeding with the purchase Scope of due diligence The buyer's solicitor's first step is to find out as much as possible about the proposed transaction by reviewing the heads of terms, speaking to their client to find out what the client's plans are for the property (what they want to use it for)
PRECEDENTS
Dated [insert date] Introduction This legal due diligence questionnaire relates to the proposed admission to AIM of the entire issued [and to be issued] share capital of [insert company name] (the Company) (the IPO). It is only one part of the overall due diligence exercise (which may also include management questionnaires, business due diligence and financial due diligence). This questionnaire is designed to enable the nominated adviser, the nominated adviser's solicitor, the Company, the Company's solicitors and other professional advisers involved in the IPO to obtain the information which is required to assist in the preparation of the admission document and to assess what action is required to ensure that the Company is prepared for its ongoing admission to AIM. Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. Further enquiries in respect of both your responses to this questionnaire and generally may be raised . Definitions CA 2006 • means
PRECEDENTS
Definitions In this questionnaire, the following words and phrases have the meaning set out opposite them. [CA 2006 • the Companies Act 2006;] [Business • the business of [insert description of the business] operated by the Seller and all other activities including those ancillary or incidental to or in connection with such business as carried on by the Seller;] Buyer • [insert name of buyer] Limited incorporated in England and Wales under number [insert company number]; Employee • any person employed or engaged to work in, or assigned to, the Business[, including any based overseas]; EqA 2010 • means the Equality Act 2010; ERA 1996 • the Employment Rights Act 1996; Group • the Seller and each of the Subsidiaries (including [insert names of companies that may not fall under definition of subsidiary from CA 2006]) and Group Company means any of them; pseudonymised • where information is processed in such a way that names or other identifiers that can be easily attributed to an individual are replaced with a reference number or letter and withheld by the Seller; Seller • [insert name of seller] Limited incorporated in England and Wales under number [insert company number]; Subsidiaries • the subsidiaries of the Company; [subsidiary
PRECEDENTS
Dated [insert date] Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (Newco) of the entire issued share capital of [insert name of target company] Limited (the Target) from [insert seller name] (the Seller)(the Proposed Acquisition). This questionnaire is designed to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information which they require to assist in the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company). We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally. Definitions CA 2006 • means the Companies Act 2006; Contractor • means any individual working in a Group Company’s business who is not an Employee or a Worker; Data Protection Laws • means as applicable and binding on the Target: (a) Directive 95/46/EC; (b) the Data Protection Act 1998; (c) Directive 2002/58/EC; (d) the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426; (e) the General Data Protection Regulation (EU) 2016/679 (EU GDPR); (f) the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in
PRECEDENTS
Dated [insert date] Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of [insert description of the business to be acquired] (the Business), as a going concern, together with certain assets used in the Business from [insert seller name] (the Seller) (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer's solicitors and other professional advisers to obtain the legal information which the Buyer requires to assist in the valuation of the Business and with the negotiation of the Proposed Acquisition. Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally. Definitions CA 2006 • means the Companies Act 2006; Completion • means completion of the Proposed Acquisition; Data Protection Laws • means as applicable and binding on the Seller: (a) Directive 95/46/EC; (b) the Data Protection Act 1998; (c) Directive
PRECEDENTS
Dated [insert date] Introduction This legal due diligence questionnaire relates to the proposed purchase by [insert buyer name] (the Buyer) of the entire issued share capital of [insert name of target company] Limited incorporated in England and Wales under number [insert company number] (the Company) from [insert seller name] (the Seller) (the Proposed Acquisition). This questionnaire is designed to enable the Buyer, the Buyer's solicitors and other professional advisers involved in the Proposed Acquisition to obtain the information which the Buyer requires to assist in its valuation of the Company. Please answer every question fully. Please provide your answers in italics underneath each question and provide copies of all relevant documentation, ensuring that all answers and documents are clearly marked by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries in respect of both your responses to this questionnaire and generally. Definitions Business • means the business of [insert description of the business] and all other activities including those ancillary or incidental to or in connection with such business as carried on by
PRECEDENTS
Definitions [CA 2006 • means the Companies Act 2006;] [Company • means [insert name of target company] Limited incorporated in England and Wales under number [insert company number];] Director • means a director of any Group Company, including a shadow or de facto director; Employee • means an employee, within the meaning of section 230(1) of ERA 1996, of any Group Company; EqA 2010 • means the Equality Act 2010; ERA 1996 • means the Employment Rights Act 1996; [Group • means the Company and each of the Subsidiaries and Group Company means any of them;] [Subsidiaries • means the subsidiaries of the Company;] [subsidiary • means [a subsidiary as defined by section 1159 of CA 2006 OR a subsidiary undertaking as defined by section 1162 of CA 2006]; ] Contractor • means any individual working in a Group Company’s business who is not an Employee or a Worker; TUPE 2006 • means the Transfer of Undertakings (Protection of Employment) Regulations 2006; and Worker • means a worker, within the meaning of section 230(3) of ERA 1996, of any Group Company who is not an Employee. 1 Employees 1.1 Terms and conditions Please provide the following details or copy documents in anonymised form: 1.1.1 any standard contract of employment or particulars of employment under section 1 of ERA 1996
PRECEDENTS
Project [insert name of project] Prepared for [Insert addressee name] [Insert date of report] INDEX REPORT A. Introduction B. Executive summary C. Detailed report 1 Corporate matters and details of the Seller 2 Business and trading arrangements 3 Intellectual property 4 Information technology 5 Data protection 6 Banking and finance 7 Employees 8 Pensions 9 Real property 10 Litigation and other disputes 11 Insurance 12 Regulatory and compliance matters 13 Tax D. Scope and limitations E. Defined terms Schedules Schedule 1, Engagement letter Schedule 2, Index of documents reviewed Schedule 3, Due diligence questionnaire and responses Schedule 4, Corporate and structural matters Schedule 5, Summaries of key commercial matters Schedule 6, Summaries of key IPR Schedule 7, Summaries of key employees Schedule 8, Freehold and leasehold properties Schedule 9, Pensions Schedule 10, Aged debtors A. Introduction To: [Insert name of buyer][Insert address of buyer](Buyer) [Insert name of investor][Insert address of investor](Investor) [Insert name of lender][Insert address of lender](Lender) Project [Insert name of project] This legal due diligence report has been prepared in accordance with the terms of our engagement (a copy of which is contained in Schedule 1) and the scope and limitations set out in Section D. Any questions regarding this report should be addressed to [name of contact] on [telephone number]. Yours