This Practice Note is part of the Share purchase transaction collection. At the outset of a private company M&A transaction, the main issue for the parties and their advisers to address, apart from price, is what structure will the transaction take. Will the buyer acquire the entire issued share capital of a company (share purchase) or acquire a business as a going concern, together with certain of its assets (asset purchase)? Another fundamental issue to address at the outset is whether the seller is only in negotiations with one buyer, or whether there are several interested parties whose approaches are all being entertained as part of an auction sale process. Conducting a sale as an auction sale will involve a different process and timetable to a regular transaction involving just one potential buyer. Share purchase or asset purchase? A privately-owned company/business may be acquired by way of share purchase or asset purchase. Upon acquisition of its shares at completion of a share purchase transaction, the buyer takes over ownership of the company

STOP PRESS: The UK’s prospectus regime is currently based on the EU Prospectus Regulation, which was retained in UK law after Brexit as the UK Prospectus Regulation. The UK has been reviewing its prospectus regime as part of wider efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. As part of this, the UK Prospectus Regulation will be replaced by the Public Offers and Admission to Trading Regulations 2024 (the POATRs), with all detailed requirements relating to admission to trading to be covered in Financial Conduct Authority (FCA) admission rules. The FCA published its final rules (PS25/9) on 15 July 2025. The new rules come into force on 19 January 2026. On 17 October 2025, the FCA published Primary Market Bulletin 58 which, among other things, provides guidance on the timing and approval of prospectuses (and supplementary prospectuses) and the removal of Listing Particulars as an admission document under the new framework. For further information on the key elements of the new framework established

Sovereign debt restructuring techniques The amount of accumulated debt and its progressive increase have led to repayment problems and, in some cases, default. Thus, as countries amass unsustainable debt burdens (ie when the ratio of debt to gross domestic product rises to such an extent that the application of policies cannot reverse the situation), they have an increasing need to restructure their sovereign debt. Broadly speaking, sovereign debt restructuring can be understood as the technique used by sovereign states to prevent or resolve financial and economic crises and to achieve debt sustainability levels. Most sovereign debt is documented by means of bond issuances (either domestic or international) and in some instances also commercial loans. Multilateral debt is not restructured (at best, rolled-over) and bilateral debt is usually rescheduled or restructured under the aegis of the Common Framework or the Paris Club. Sovereign debt restructuring has two aspects: procedural and substantial. While the procedural aspect focuses on the way in which the restructuring should be performed (eg via the

This document contains quick links to various checklists and resources which lawyers working on matters relating to the construction of real estate/developments will find useful. Starting a development project • Starting a development project—checklist • Structure of a development project—diagram • Precedent: Letter to developer client at the start of development project • Checklist: Tracking schedule of construction documents (acting for employer) Which procurement route should be used? • Practice Note: Choosing the right procurement method—construction projects • Design & Build: Practice Note: Design and build procurement, Is design and build the appropriate procurement route?—flowchart and Design and build—diagram • Traditional: Practice Note:

The concept of a ‘transactional decision’ forms part of the elements required to prove that a commercial practice is unfair, except for the banned practices which are unfair in all circumstances. A commercial practice is unfair only if it causes (or is likely to cause) the average consumer to take a transactional decision they would not have otherwise taken.

‘Transactional video-on-demand’ (TVOD) is an online video-on-demand (VOD) service (a VOD service is where the user chooses to watch content at a time of their choice as opposed to at a scheduled broadcast time) based on a pay per view model'>business model with (usually) no charge for signing up to the service, eg Apple’s iTunes offers this service for movies. TVOD is also used for sports events.

A transaction where the insolvent company/bankrupt, transfers an asset out of their estate before the insolvency order, within the relevant time, for no consideration, or for consideration which is significantly less than the consideration given.

A transaction where the insolvent company/bankrupt transfers an asset out of their estate before the commencement of the insolvency, within the relevant time, for no consideration, or for consideration which is significantly less than the consideration given under Insolvency Act 1986, s 238.

Restructuring & Insolvency analysis: The claim arose out of the events leading up to the company's entry into administration and the pre-packaged sale of its business and assets to a related company (Fastfit MK). The court found that the company made transactions at an undervalue (TUVs) within the meaning of section 238 of the Insolvency Act 1986 (IA 1986) for allowing payments for its services to be directed to Fastfit MK in the period leading to administration, and the director was misfeasant for causing the payments. This is despite the company not directly making the payments, but rather having installed on its premises payment terminals which diverted payments for its services to Fastfit MK. Relief was ordered against Fastfit MK and the director despite the payments being used, in part, to discharge the company’s supplier creditors so that it was not worse off on its balance sheet. Written by Andrew Brown, insolvency and commercial barrister at Radcliffe Chambers.

Section 238 of the Insolvency Act 1986 (IA 1986) provides that for the court to declare that a transaction was at an undervalue (TUV) and grant relief the following conditions must be satisfied: • the company is in liquidation or administration • the company entered into a TUV in the two years preceding the onset of insolvency • at the time when the transaction was entered into the company was unable to pay its debts or became unable to pay its debts as a result of entering into the transaction The burden of proof in demonstrating that a transaction constitutes a TUV rests with the applicant. The transaction A company enters into a TUV with a person where it: • makes a gift to that person or otherwise enters into a transaction with that person on terms that provide for the company to receive no consideration, or • enters into a transaction with that person for a consideration the value of which, in money or money’s worth,

This Flowchart sets out the conditions that must be satisfied for the court to declare that a transaction was at an undervalue and grant relief. It should be read alongside Practice