Subjects:

Company Law

Contents:

Part 1 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 Acquisitions 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 workforce

Chapter 16 Stamp duty

Part V Special situations

Chapter 17 Buyouts

Chapter 18 Buying and selling technology businesses

Part VI Precedents

A Confidentiality letter

B Data room rules

C Offer letter: share purchase

D Offer letter: business transfer

E Due diligence request

F Share purchase agreement

G Limitations on warranty liability

H Business transfer agreement

I Disclosure letter

J Completion agenda

K Target board minutes

L Power of attorney

M Deed of contribution

The seventh edition of this well-established book is a highly practical work for solicitors and accountants and brings the reader completely up to date with all major developments in the law. The work adopts a practical approach, considering both the vendor and seller's perspective and provides 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.

This book reflects the impact of a number of significant changes to the law and applicable regulations since the last edition in 2001. In particular it has been revised to reflect:-

• Companies Act 2006 and its implementation from 2007 to date
• Financial Services and Markets Act 2000 which has come fully into force since the 2001 sixth edition was prepared
• Enterprise Act 2002
• Pensions Act 2004
• Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE)
• Other recent legislation where relevant such as Consumer Protection from Unfair Marketing Regulations 2008