Business / Commercial Law

Sale of Shares and Businesses: Law, Practice and Agreements, 3rd Edition

By Andrew Stilton
Sweet & Maxwell U.K. November 2011

Specifications

ISBN-13
9780414045163
Publisher
Sweet & Maxwell U.K.
Publication
November 2011
Format
Hardback + CD-ROM
Jurisdiction
Commonwealth, European Union, U.K. ? Countri(es) for reference only

Details

The new 3rd edition:

  • Offers expert guidance on every part of the sale 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 businesses to multi-million pound deals
  • Covers both buyer and seller view points
  • Goes through both the sale of shares and the sale of assets so that you always have the right advice and document templates to hand
  • Carries you through the process from pre-acquisition or disposal of a company so you’re fully prepared for any negotiations
  • Outlines the key principles of undertaking a business transaction from due diligence, warranties and indemnities
  • Includes coverage of specialist areas such as pensions, tax and employment law issues
  • Ensures any agreements drafted are in line with the latest changes and developments in company and commercial law
  • Discusses recent changes and updates to the Companies Act 2006, Corporation Tax Act 2010 and TIOPA 2010
  • Includes a CD-ROM full of all related precedents to enable you to draft the documents you need easily

Table of Contents

Preface
Acknowledgements
Tables

PART 1 - PRE-ACQUISITION/DISPOSAL
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

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 acquisitions
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.Sales and Purchases of Technology Businesses

Appendix 1 - Due diligence guide
Appendix 2 - Precedents

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