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详细
Sale of Shares and Businesses provides a comprehensive guide to selling and buying businesses in the England and Wales, 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:
- Includes guidance on every part of the sale or purchase of a 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 or the seller
- Covers through both sales of shares and sales of assets so whichever way the business is being bought and sold, you’ll have all the right advice and template to provide to your clients
Start to finish advice on the process:
- Covers pre-acquisition and pre-disposal steps so you can be fully prepared for negotiations.
- Outlines the general principles of due diligence and in particular financial and legal due diligence, helping you ensure the sale and purchase agreement reflects the value of and risks in the business
- Gives guidance on the key components of a sale and purchase agreement, so you can draft, check and negotiate your documents with confidence.
- Includes an explanation of the nature of warranties and indemnities, so you can mitigate against possible problems that may arise post-sale.
- Covers specialist areas including pensions, tax and employment law issues so you’ll be able to quickly address these issues in your drafting and negotiations.
Draft in line with current developments:
- Helps you ensure your agreements are in-line with the latest developments on company and commercial law.
- Discusses changes in law and regulation affecting data protection, national security and listed companies, and how they affect the business sale process.
- Sets out the ways in which property and environmental issues may affect the sale of a business.
Full set of precedents included to save you time drafting:
- Precedents related to the sale of a business including: asset and share purchase agreements, board minutes and powers of attorney are available digitally on Proview, Sweet & Maxwell's eReader platform.
- Enables you to draft documents more quickly by using these precedents 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 into your own documents.
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Preface
Acknowledgements
Tables
PART 1 - PRE-ACQUISITION/DISPOSAL
- Deal structures - shares or assets?
- First Steps - Methods of Sale and Marketing
- Heads of terms and exclusivity
- Conditions precedent - consents, approvals, releases etc
- Due diligence - general principles
- Due diligence – financial
- Due diligence – legal
PART 2 - THE AGREEMENT
- Sale and purchase agreements - share sales
- Sale and purchase agreements - assets sales
- Warranties and indemnities - general principles
- Tax covenants, tax deeds and tax warranties
- Paying the purchase price - consideration structures
PART 3 - SPECIALIST AREAS
- Sale by Individual/Trustee Sellers – Main Tax issues
- Sale by Corporate Sellers – Main Tax issues
- Stamp duties
- Accounting for acquisitions
- Financial assistance
- Competition law issues
- Property issues
- Environmental issues
- TUPE
- Pensions issues
PART 4 - SPECIAL SITUATIONS
- Offers for unquoted companies
- Dealing with a listed company
- Buy-outs
- Buying from Receivers and Administrators
- Sales and Purchases of Technology Businesses
Appendix
- Due diligence guide
- Precedents
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‘I got hold of your book "Sale of Shares and Businesses" and would like to congratulate you for an excellent effort in corporate M&As. It is quite invaluable for us in Cyprus since we employ similar principles particularly due to the fact that our Company law is based on Companies Act 1948. This would undoubtedly become a classic and I am sure would grow to become a multi-volume series.'
Nicos C. Chrysanthou, Partner, CHRYSANTHOU & CHRYSANTHOU LLC
