The 8th edition of this well established book adopts a practical approach, considering both the vendor's and seller's perspective and providing the practitioner with a step-by-step guide to all the legal, taxation and commercial issues involved in buying and selling private companies and businesses. It includes check-lists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying free disk containing all the precedents in the work. New for this edition: Legislative and case law changes relating to buying and selling businesses; Full implementation details of the new Companies Act in late 2008; Objection to Company Names; Corporate directors and under-age directors; Provisions relating to the directors' 'conflicts of interest duties'; Share capital reduction - solvency statement route; Repeal of the restrictions on financial assistance for acquisition of shares in private companies; Changing Articles of Association; Tax law changes and latest rates.
Contents: Part I: The Seller's Perspective 1 An overview of the sale process; 2 Assessment of marketability; 3 Preparing for the slae; 4 Marketing; 5 Negotiating process; Part II: The Purchaser's Perspective 6 An overview of the acquisition process; 7 Acquisition strategy; 8 The search process; 9 Negotiation; 10 Due diligence; Part III: The Acquisition Agreement 11 General principles; 12 Share purchase; 13 Business transfer agreement; 12 Share purchase; 13 Business transfer agreement; Part IV: Post-completion 14 Announcements and notifications; 15 Implementing changes to the workforce; 16 Stamp duty; Part V: Special Situations 17 Buy-outs; 18 Buying and selling technology businesses Part VI: Precedents.
Contents on CD-ROM: 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.