Sale of Shares and Businesses: Law, Practice and Agreements, 6th ed

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Sale of Shares and Businesses: Law, Practice and Agreements, 6th ed

Author Andrew Stilton, Caroline Graham, John McMahon
Publication Date January 2022
ISBN 9780414091795
Format Hardcover
Publisher Sweet & Maxwell

Whether a business is acquired through the purchase of assets or shares, the sixth edition of Sale of Shares and Businesses offers a thorough overview of business acquisition in the UK. The primary concerns that come up during such transactions are discussed and explained in this book. Precedents are provided in paper and electronic versions along with commentary.

This new edition, which has been completely updated to reflect the General Data Protection Regulations (GDPR) amendments, also takes into consideration the effects of the Covid-19 epidemic and, of course, "Brexit."

Advice for every business sale

  • provides direction on every aspect of the sale of a business so you can ensure that nothing is left out and that everything is covered.
  • uses examples from transactions of all sizes, from the sales of tiny businesses to multi-million pound deals, to assist you in creating agreements for any sort of business customer.
  • enables you to speak for both the buyer and the seller
  • goes through the sale of both shares and assets, so regardless of how the business is acquired, you'll have all the appropriate guidance and properly produced documentation to provide to your clients.

complete instructions on the procedure

  • covers pre-acquisition or disposal of a business so that you can enter discussions for the sale of a firm completely prepared.
  • explains the broad due diligence principles, focusing on financial and legal due diligence to assist you ensure that the purchase agreement is based on an accurate portrayal of the worth of the business.
  • provides help on the essential elements of a selling agreement so you can confidently draught and examine your documentation.
  • Include information about warranties and indemnities so you can be sure you've planned for any issues that might emerge after the sale.
  • Covers specialised topics like pensions, tax, and employment law issues so you may quickly learn what the law is in these areas, if it applies to the deal at hand.

Draft in line with current developments

  • assists you in making sure your contracts are compliant with the most recent advances in business and commercial law.
  • The General Data Protection Regulation updates.
  • demonstrates how environmental and real estate concerns may impact the selling of firms.

To reduce your drafting time, a complete set of precedents is available.

  • includes a CD-ROM containing all precedents relevant to the sale of a business, such as precedents for board minutes, acquisition agreements, and power of attorney.
  • allows you to prepare papers more rapidly since it provides you with precedents on a CD-ROM that you can use as a model or to pick the appropriate clauses as you need them.
  • saves you time since you can quickly locate and incorporate the precedents and clauses you require into your own documents by using the CD-ROM.

TABLE OF CONTENTS Of Sale of Shares and Businesses: Law, Practice and Agreements, 6th ed

Preface
PART 1 - PRE-ACQUISITION/DISPOSAL
1. Deal structures - shares or assets?
2. First Steps - Methods of Sale and Marketing and Confidentiality
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

PART 2 - THE AGREEMENT
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

PART 3 - SPECIALIST AREAS
13. Sale by Individual/Trustee Sellers – Main Tax issues
14. Sale by Corporate Sellers – Main Tax issues
15. : Stamp duties
16. Accounting for Business combinations
17. : Financial assistance
18. : Competition law issues
19. : Property issues
20. : Environmental issues
21. : TUPE
22. : Pensions issues

PART 4 - SPECIAL SITUATIONS
23. Offers for unquoted companies
24. Dealing with a listed company
25. Buy-outs
26. Buying from Receivers and Administrators
27. General data Protection Regulation

APPENDICES
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
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