Sale Of Shares and Businesses, 5th Ed by Andrew Stilton


Sale Of Shares and Businesses, 5th Ed

Author Andrew Stilton
Publication Date November 2018
ISBN 9780414064515
Format Hardcover
Publisher Sweet & Maxwell


The 5th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats.

Guidance for every sale of a business:
  • Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out.
  • Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals.
  • Helps you represent either the buyer and the seller.
  • Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients.
Start to finish advice on the process:
  • Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business.
  • Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business.
  • Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence.
  • Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale.
  • Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand.
Draft in line with current developments:
  • Helps you ensure your agreements are in-line with the latest developments on company and commercial law.
  • Updates on the General Data Protection Regulation.
  • Shows how property and environmental issues may affect the sale of businesses.
Full set of precedents included to save you time drafting:
  • Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents.
  • Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them.
  • Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents.

TABLE OF CONTENTS of Sale Of Shares and Businesses, 5th Ed


1. Deal structures - shares or assets?;
2. First Steps - Methods of Sale and Marketing;
3. Heads of terms and exclusivity;
4. Conditions precedent - consents, approvals, releases etc;
5. Due diligence - general principles;
6. Due diligence – financial;
7. Due diligence – legal;

8. Sale and purchase agreements - share sales;
9. Sale and purchase agreements - assets sales;
10. Warranties and indemnities - general principles;
11. Tax covenants, tax deeds and tax warranties;
12. Paying the purchase price - consideration structures;

13. Sale by Individual/Trustee Sellers – Main Tax issues;
14. Sale by Corporate Sellers – Main Tax issues;
15. Stamp duties;
16. Accounting for acquisitions;
17. Financial assistance;
18. Competition law issues;
19. Property issues;
20. Environmental issues;
21. TUPE;
22. Pensions issues;

23. Offers for unquoted companies;
24. Dealing with a listed company;
25. Buy-outs;
26. Buying from Receivers and Administrators;
27. The General data Protection Regulation (GDPR);

A1 Typical areas that may be covered in a due diligence report;
A2 Precedents:
1. Share Sale and Purchase Agreement Version A—Corporate Sellers;
2. Share Sale and Purchase Agreement Version B—Individual Sellers;
3. Assets Sale and Purchase Agreement Version A—For use when debtors and creditors are being transferred to the Buyer;
4. Assets Sale and Purchase Agreement Version B—For use when debtors and creditors are not being transferred to the Buyer but are being retained by the Seller;
5. Confidentiality Agreement;
6. Data Room Rules;
7. Exclusivity Agreement;
8. Legal Due Diligence Enquiries;
9. Undertaking—For use when acting for Buyer;
10. Undertaking—For use when acting for Seller;
11. Completion Agenda;
12. Power of Attorney—Individual Sellers;
13. Power of Attorney—Corporate Sellers;
14. Board Minutes of Buyer—Share Sales and Purchases;
15. Board Minutes of Seller—Share Sales and Purchases;
16. Indemnity in Respect of Missing/Lost Share Certificate;
17. Director’s Resignation Letter;
18. Auditor’s Resignation Letter;
19. Completion Agenda—Assets Sales and Purchases;
20. Board Minutes of Buyer—Assets Sales and Purchases;
21. Board Minutes of Seller—Assets Sales and Purchases;
22. Deed of Assignment;
23. Deed of Novation;
24. UK Patent Assignment;
25. Trade Mark Assignment;
26. Short Form Warranties (Non- Tax)—Share Sales and Purchases;
27. Short Form Warranties—Assets Sales and Purchases;
28. Deed of Release;
29. Letter of Non- crystallisation;
30. Contribution Agreement;
31. Disclosure Letter—Share Sales and Purchases;
32. Disclosure Letter—Assets Sales and Purchases;
33. Sellers’ Safeguards;
34. Escrow Agreement;
35. Loan Note Instrument;
36. Overage/ Anti- Embarrassment Provision;
37. Irrevocable Undertaking to accept offer for Shares;
38. Heads of Terms—Share Sales and Purchases;
39. Heads of Terms—Assets Sales and Purchases;
40. Locked box provisions for inclusion in share sale and purchase agreement.

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