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Vol 21 No 9 Sept/Oct 2016

Book of the Month

Cover of Goode on Commercial Law

Goode on Commercial Law

Edited by: Ewan McKendrick
Price: £170.00

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The Acquisition of Business Assets

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ISBN13: 9780851218731
ISBN: 0851218733
Published: December 1995
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback
Price: Out of print

There are two ways of selling a business - through the sale of shares or through the sale of assets. This book deals solely with the latter.;All the key issues involved in the sale of an individual's, partnership's or company's assets are discussed in this guide.

The initial decision of an asset versus share sale and the inter-relationship between them is analyzed along with: the transfer of contracts, employees, pensions rights, the price, taxation aspects and conditions of sale.

Guiding the reader step-by-step through the process of an asset sale and through the major decision-making processof whether to structure the transaction as an asset or share sale, the book provides a very useful Standard Sale Agreement which can be adapted to most transactions. The appendices include a confidentiality agreement, an information questionnaire and a standard disclosure letter.

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Commercial Law
General considerations - early steps, consents and approvals; the purchase price - how is the price calculated?, apportionment of the price, how is the price to be paid?, effective date of transfer, can the purchase price ever be too low?; purchaser protection - due diligence, warranties, restrictive covenants; contracts, creditors and debtors - contracts, debtors and creditors; employees - the general rule and its consequences, the need for information at an early stage, pension entitlement, the transfer regulations, sales when the transfer regulations do not apply; pensions - purchaser's main concerns, do the transfer regulations automatically transfer the pension obligations?, structuring transitional pensions arrangements, transfer payment - amount and timing, Barber v Guardian Royal, directors and senior employees, what should the warranties cover?; taxation - purchaser's considerations, vendor's considerations, hive downs, stamp duty, apportionment of the consideration, value added tax, capital transfer and inheritance tax; intellectual property - different types of intellectual property rights, what intellectual property is material to the vendor's business, how to transfer intellectual property rights, what should the warranties cover?.