Sale of Shares and Businesses 6th Edition

Sale of Shares and Businesses 6th Edition

By Andrew Stilton

Book

$879.00 RRP

Date: 07/01/2022

Code: 9780414091795

Sweet & Maxwell, UNITED KINGDOM

Available Formats

Format Title Date Code Price
Book Sale of Shares and Businesses 6th Edition 07/01/2022 9780414091795 $879.00 Add to cart

Description

The 6th 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.
 
Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit”
 

Table of Contents

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;
  • Short Form Warranties—Assets Sales and Purchases<

 

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