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Vol 21 No 11 Nov/Dec 2016

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Beswick & Wine: Buying and Selling Private Companies and Businesses 9th ed


ISBN13: 9781780434810
New Edition ISBN: 9781784517007
Previous Edition ISBN: 9781847666987
Published: August 2014
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Paperback & CD-ROM
Price: £120.00 + £12.00 VAT



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The ninth 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.

As most acquisitions in the UK are largely private sales, the companies expressed to be bought or sold in the book are unquoted; and limited by shares and incorporated under the Companies Acts; and private. As the sale and purchase process varies depending upon the identity of the party initiating it the book covers the sale process from the seller’s perspective (Part I) and covers the acquisition process from the purchaser’s perspective (Part II) as well as looking at the acquisition agreement (Part III), post-completion (Part IV) and special situations (Part V).

It also contains precedents on a CD-ROM (Part VI) including data room rules; an offer letter; share purchase; an offer letter business transfer; a due diligence request; completion agenda; a disclosure letter.

The ninth edition has updated to reflect the following changes in the law relevant to those buying and selling businesses including:-

  • Changes to competition law in the Enterprise and Regulatory Reform Act 2013 ;
  • Case law on business sales, indemnities and warranties;
  • Tax rates and changes including entrepreneurs’ relief and the most recent Finance Acts;
  • Relevant EU law changes in the areas of company law and data protection.

Subjects:
Commercial Law, Company Law, Mergers and Acquisitions
Contents:
Part I The Seller's Perspective
Chapter 1 An overview of the sale process
Chapter 2 Assessment of marketability
Chapter 3 Preparing for the sale
Chapter 4 Marketing
Chapter 5 Negotiation process

Part II The Purchaser's Perspective
Chapter 6 An overview of the acquisition process
Chapter 7 Acquisition strategy
Chapter 8 The search process
Chapter 9 Negotiation
Chapter 10 Due diligence

Part III The Acquisition Agreement
Chapter 11 General principles
Chapter 12 Share purchase
Chapter 13 Business transfer agreement

Part IV Post-completion
Chapter 14 Announcements and notifications
Chapter 15 Implementing changes to the work force
Chapter 16 Stamp duty

Part V Special Situations
Chapter 17 Buy-outs
Chapter 18 Buying and selling technology businesses

Part VI Precedents
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