Sale of Shares and Businesses

Law, Practice and Agreements
3. Auflage 2011
ISBN: 978-0-414-04516-3
Verlag: Sweet & Maxwell

Buch, Englisch, mit CD-ROM

Reihe: Commercial Series

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

Autoren/Hrsg.

Stilton, Andrew

Fachgebiete

• Rechtswissenschaften Ausländisches Recht Common Law (UK, USA, Australien u.a.)
• Wirtschaftswissenschaften Betriebswirtschaft Unternehmensorganisation, Corporate Responsibility Mergers & Acquisitions (M&A), Übernahmen & Buy-outs

Inhaltsverzeichnis

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