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Vol 22 No 3 March/April 2017

Book of the Month

Cover of Company Directors: Duties, Liabilities and Remedies

Company Directors: Duties, Liabilities and Remedies

Edited by: Simon Mortimore
Price: £225.00

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Management Buy-outs 3rd ed

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ISBN13: 9780851219769
ISBN: 0851219764
Published: October 1994
Publisher: Sweet & Maxwell Ltd
Format: Hardback
Price: Out of print

For a detailed discussion of management buy-outs of both public and private companies, practitioners should turn to this clearly written book. It provides practical guidance to all the components and transactions particular to MBO's including: * recognising a management buy-out * initial responsibilities of management and the board * due diligence * structuring the buy-out * the agreement * loan finance * employment and pension rights * buying from a receiver The main documents involved in the transaction are the Standard Sale Agreement, the Subscription and Shareholders Agreement and the Articles of Association of Newco, and as such, the author has provided detailed advice on how to structure particular clauses and subsidiary agreements. Readers are also given advice on employment, pension transfers and tax implications - all important subsidiary issues to the actual sale agreement. The particular issues related to purchasing a company from a receiver are also addressed in the chapter devoted specifically to this subject.;To further enhance the practicality of the work, the author also includes a checklist at the end of each chapter comprised of dangers and cautions practitioners should be aware of. For the non-specialist, a glossary of financial market terminology is also provided. * A practical hands-on guide to a key commercial transaction which is gaining popularity all the time * Provides specific guidance on drafting to cover every major derivation of MBO's * Gives advice on all subsidiary issues to the actual sale agreement itself, eg pensions transfers and employment issues * Contains a chapter devoted specifically to purchasing a company from a receiver

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Commercial Law
1. Recognising a management buy-out 2. Initial responsibilites of management and the board 3. Due diligence 4. Structuring the buy-out 5. The agreement 6. Loan finance 7. Employment and pension rights 8. Public companies 9. Buying from a receiver 10. Appendices