Sale of Shares and Businesses: Law, Practice and Agreements 7th edition

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.

Contents:

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
13. Electronic signatures

PART 3 - SPECIALIST AREAS
14. Sale by Individual/Trustee Sellers – Main Tax issues
15. Sale by Corporate Sellers – Main Tax issues
16. Stamp duties
17. Accounting for Business combinations
18. Financial assistance
19. Competition law issues
20. National Security and Investment Act 2021
21. Property issues
22. Environmental issues
23. TUPE
24. Pensions issues

PART 4 - SPECIAL SITUATIONS
25. Offers for unquoted companies
26. Dealing with a listed company
27. Buy-outs
28. Buying from Receivers and Administrators
29. 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
27. Short Form Warranties—Assets Sales and Purchases
28. Deed of Release
29. Letter of Non-crystallisation
30. Contribution Agreement
31. Disclosure Letter—Share Sales and Purchases
32. Disclosure Letter—Assets Sales and Purchases
33. Sellers’ Safeguards
34. Escrow Agreement
35. Loan Note Instrument
36. Overage/Anti-Embarrassment Provision
37. Irrevocable Undertaking to accept offer for Shares
38. Heads of Terms—Share Sales and Purchases
39. Heads of Terms—Assets Sales and Purchases
40. Locked box provisions for inclusion in share sale and purchase agreement

Keywords:
business acquisitions, sale of shares, law practice agreements, business sale guide, business law, due diligence, UK business law, asset purchase, transaction guidance, legal precedents

Target Audience:
Legal professionals, corporate lawyers, business consultants, M&A advisors, law students, corporate executives, tax professionals, compliance officers, business owners, financial advisors

Genre:
Law, Business, Professional Reference, Legal Practice, Corporate Finance