THIS PRECEDENT HAS BEEN PREPARED ON THE BASIS THAT THE DRAFTER IS ACTING FOR THE SELLER Drafted on the basis that the target company (the Company) is a subsidiary of the Seller. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Definitions For the purposes of paragraphs 2 to 10 inclusive: Employee means a present or former employee, officer or director of the Company [or of any Group Company] [and any other person taking part in the management of the affairs of the Company]; Pension Scheme[s] mean[s] [[name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants]. 2 [As far as the Seller is aware,] except as provided for by the Pension Scheme[s],

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller), and 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 1[, Part A]. (B) The Seller is the legal and beneficial owner of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Seller

This Checklist sets out the issues that commonly need to be addressed from an IP perspective when drafting share purchase agreements (SPAs). It also addresses the issues to consider when undertaking the associated IP due diligence and structuring around such deals. For information about the corporate aspects of such transactions, see: Share purchase agreement—overview. For further guidance about key provisions and considerations relevant to IP in the context of a share purchase, see Practice Note: IP issues to consider in share purchase contracts. For an information about IP due diligence, see: • Precedent: IP due diligence questionnaire • Intellectual property due diligence in share purchase transactions—checklist This Checklist deals with technology only to a limited extent. If IT forms a key asset of the target company, more detailed warranties will need to be inserted regarding, for example, IT systems and core software. For examples of IP warranties and indemnities for an SPA, see Precedents: • IP warranties for share purchase agreement—pro buyer • IP warranties for share purchase agreement—pro seller For information about IP-related issues

This Practice Note provides a checklist of the employment due diligence issues that will typically arise from the buyer’s perspective on the acquisition of the entire issued share capital of a company (share purchase), including data protection issues, confidentiality, employee and other worker status, salary and benefits, the right to work, absence, post-termination restrictions, disputes, grievance and claims, trade unions and previous TUPE transfers or redundancies. On a share purchase, the buyer takes over ownership of the company carrying on the business (the target company), acquiring as a result all of its assets, obligations and liabilities, whether or not the buyer was aware of them—see: General issues (share purchase)—overview. The starting point for a buyer in any share purchase transaction is the maxim caveat emptor (let the buyer beware). Since the seller is under no duty to disclose to the buyer any defects in, or liabilities of, the target company, the buyer will always need to conduct its own investigations. The buyer will therefore instruct its advisers to conduct due diligence on commercial,

This Practice Note provides a checklist of the employment due diligence issues that will typically arise from the seller's perspective on the acquisition of the entire issued share capital of a company (share purchase). On a share purchase, the buyer takes over ownership of the company carrying on the business (the target company), acquiring as a result all of its assets, obligations and liabilities, whether or not the buyer was aware of them—see: General issues (share purchase)—overview. The starting point for a buyer in any share purchase transaction is the maxim caveat emptor (let the buyer beware). The seller is under no duty to disclose to the buyer any defects in, or liabilities of, the target company. The buyer will therefore instruct its advisers to conduct due diligence on commercial, tax, financial and legal matters (including employment), and to prepare due diligence reports to highlight material issues arising from their review exercise. While the purpose of due diligence from the buyer's perspective is risk management, the seller will want to limit the extent

This Practice Note provides guidance on warranties, disclosure and indemnities for those advising on the employment aspects of the acquisition of the entire issued share capital of a company, ie a share purchase. It deals with the relationship of these matters with the due diligence process and covers possible limitations on warranties, including caps, floors and collars (or buckets), the seller’s knowledge or awareness and disclosure. On the acquisition of the entire issued share capital of an employer company (share purchase), while there will be a change in the shareholder(s) of the company, the contractual relationship between employee and employer will be unaffected; the share purchase itself does not give rise to a change of employer or any change to the contract of employment. This contrasts with the position on an asset purchase, where the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) operates to transfer the contracts of relevant employees to the buyer. TUPE 2006 also provides specific protection for employees in relation to variation of terms and dismissal,

This Practice Note explains how the action of share ramping is criminalised under the Fraud Act 2006 (FrA 2006) as fraud by abuse of position, failure to disclose or fraud by false representation and under the Financial Services Act 2012 (FSA 2012) as market manipulation or market rigging or as conspiracy to defraud. It explains who prosecutes these offences and provides a case study of a share ramping prosecution. What is share ramping? Share ramping is a form of illegal market abuse that involves talking up the price of particular shares in order to mislead the market. It is also known as 'pump and dump' and 'book ramping'. It can be done in a number of ways but is most commonly done by bringing a company to the market with false expectations of its profitability. Alternatively it can be done by buying shares in a company when they are at a low price and then starting a rumour that the company is being taken over. When the share price rises, the shares are sold at a profit. The internet,

The sale of a company's business can be structured as either: • a sale of assets owned by the company (an asset sale), or • a sale of shares in the company by its shareholders (a share sale) In an asset sale, a buyer (or, as the case may be, seller) is able to pick and choose which assets and liabilities and which parts of the target business it acquires (or, in the case of the seller, sells). In a share sale, ownership of the company owning and operating the target business itself is transferred to the buyer. The company retains its assets (and liabilities) and continues to operate the business under the buyer's ownership. A buyer will generally prefer an asset purchase in order to avoid acquiring any unexpected and potentially unquantifiable liabilities of the company. A seller will usually prefer to sell shares of a company, giving it a clean break from the company and its business. Although it is ultimately a commercial decision, whether the transaction is structured as an

An indemnity may be defined as a contractual obligation falling upon one contracting party (the indemnifier) and owed to another contracting party (the indemnified party), the obligation being for the indemnifier to pay or otherwise compensate the indemnified party in respect of specified liabilities incurred or assumed by the indemnified party (such liabilities usually manifesting after signing of the contract). Seller's limitation of scope of indemnities Typically, the scope of an indemnity may be limited in the following ways: • by limiting the types of liabilities for which indemnification is to be provided—eg an indemnity can be limited to liabilities incurred: ◦ directly from a given set of circumstances and not extend to liabilities incurred indirectly from, or merely in connection with, those circumstances, and/or ◦ before completion of the share sale—for further information in relation to this, see Continuing breaches, below • by limiting the time period over which the indemnity is to be provided • by restricting the amount that can be claimed under the indemnity (known as an indemnity cap) • by setting out requirements

THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMES A share sale agreement will typically include warranties given by a seller in favour of a buyer. A warranty is a statement by the seller that a particular fact is true, eg a seller may warrant that a particular pension scheme is the only scheme the target company participates in. Pensions warranties in the agreement will sit alongside warranties on other areas such as real estate and tax or, alternatively, be contained in a separate pensions schedule appended to the agreement. However, the agreement may be drafted to provide that warranties in one subject area cannot be relied upon in a different subject area; this means that their substance (such as compliance with laws) would need to be repeated as needed for pension purposes. This Practice Note explains the need for pensions warranties in share sales, their characteristics, the practical considerations when acting for a buyer or seller and some examples of pension warranties. Acting for the buyer Ideally, the buyer should undertake a detailed investigation

ARCHIVED : This archived Practice Note explains how to use a pension schedule on a share sale, the types of provisions commonly encountered in such a schedule and the issues that may occur when negotiating a pension schedule. Pension schedules have become rarely used in practice. This Practice Note is not maintained and is for background information only. This Practice Note should be read in conjunction with the following documents: • Pension schedule: acting for sellers in a share sale EFP vol 31(1) PENSION SCHEMES [2828]–[2850] • Pension schedule: acting for buyers in a share purchase EFP vol 31(1) PENSION SCHEMES [2821]–[2827] When can a pension schedule be used on a share sale? A pension schedule may be used, in the context of a share sale, where: • a buyer acquires shares in an employing company (the target company) which, immediately before completion, participates in a defined benefit (DB) occupational pension scheme • the DB scheme is still open to future accrual, and • the DB scheme itself is intended to

This Practice Note looks at the issues arising for companies admitted to trading on AIM when designing and operating their employee and executive share schemes. It highlights the key regulatory and corporate governance issues which must be borne in mind, along with some of the tax considerations for the company and scheme participants. Regulatory issues Introduction Companies with shares traded on AIM are generally subject to less onerous corporate governance requirements than companies with a listing in the equity shares (commercial companies) category of the London Stock Exchange. While AIM companies must comply with the Market Abuse Regulation, they are not required to comply with the provisions of the UK Corporate Governance Code or the remuneration policy and reporting regulations that apply to companies listed in the commercial companies category. AIM companies do not have to produce an annual directors’ remuneration report and are not required to submit a remuneration policy or report to a shareholder vote. That said, there are a number of corporate governance guidelines that apply to AIM companies that