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Beswick and Wine: Buying and Selling Private Companies and Businesses, 11th Edition

Beswick and Wine: Buying and Selling Private Companies and Businesses, 11th Edition

Author: Susan Singleton
Publisher: Bloomsbury Professional (formerly Tottel Publishing)
ISBN: 9781526516121

Previous Edition ISBN: 9781784517007
Published In: July 2022
Format: Paperback , 560 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

List Price: HKD 2,080.00

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Description
Contents
Author

Details

Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions.

From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice.

The 11th edition has been updated to include:
- Impact of Brexit in 2020 including on merger law and notifications
- "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice
- Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from £10m to £1m

Case law such as:
- Stobart Group Limited and Anor v. William Stobart and Anor [2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements)
- 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement)
- Triumph Controls UK Limited v Primus International Holding Company [2019] EWHC 565 (TCC) (breach of warranty)
- Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [2018] EWCA Civ 23 (tax warranty claim)

It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work.

Part I The Seller's Perspective
Chapter 1 An overview of the sale process
Chapter 2 Assessment of marketability
Chapter 3 Preparing for the sale
Chapter 4 Marketing
Chapter 5 Negotiation process
Part II The Purchaser's Perspective
Chapter 6 An overview of the acquisition process
Chapter 7 Acquisition strategy
Chapter 8 The search process
Chapter 9 Negotiation
Chapter 10 Due diligence
Part III The Acquisition Agreement
Chapter 11 General principles
Chapter 12 Share purchase
Chapter 13 Business transfer agreement
Part IV Post-completion
Chapter 14 Announcements and notifications
Chapter 15 Implementing changes to the work force
Chapter 16 Stamp duty
Part V Special Situations
Chapter 17 Buy-outs
Chapter 18 Buying and selling technology businesses
Part VI Precedents
Precedent A – Confidentiality letter
Precedent B – Data room rules
Precedent C – Offer letter: share purchase
Precedent D – Offer letter: business transfer
Precedent E – Due diligence request
Precedent F – Share purchase agreement
Precedent G – Limitations on warranty liability
Precedent H – Business transfer agreement
Precedent I – Disclosure letter
Precedent J – Completion agenda
Precedent K – Target board minutes
Precedent L – Power of attorney
Precedent M – Deed of contribution

Susan Singleton is a solicitor with her own London commercial solicitor's firm, Singletons which advises a large range of UK and international clients on business law with particular emphasis on litigation, competition law and IP/IT. Author of 30 law books she writes regularly on legal matters for a variety of publications. A frequent speaker she speaks at about 50 conferences a year and has recently spoken in Iran, Dubai, Lagos, Spain and other parts of the EU on contract law issues. In 2010 she acquired four legal publications from Informa - IT Law Today, Corporate Briefing, Finance and Credit Law and International Trade Finance. She practised first at Slaughter and May and Bristows before founding her own firm in 1994. She is Vice Chairman of the Competition Law Association and recently sat on the Direct Marketing Authority for 5 years. A mother of five (her daughters both qualified as solicitors in 2011/12) in her spare time she sings and practises bikram yoga, cycles and swims. She also enjoys her own island in Panama and is Chairman of the Pinner Hill Residents Association. She can be followed on twitter at singlelaw.