Sale of Shares and Businesses: Law, Practice and Agreements, 7th Edition | 2024*

Sale of Shares and Businesses: Law, Practice and Agreements, 7th Edition | 2024

Sale of Shares and Businesses offers a detailed resource for navigating the sale and purchase of businesses in England and Wales, whether structured as a share purchase or an asset purchase. It provides insightful commentary on key issues that typically arise in such transactions and includes precedents in both paper and digital formats for added convenience.

Comprehensive Guidance for Business Sales

• Complete Coverage: Offers step-by-step guidance for every aspect of buying or selling a business, ensuring no critical detail is overlooked.
• Adaptable Agreements: Provides sample agreements suited to businesses of all sizes, from small enterprises to multi-million-pound deals, enabling you to cater to diverse client needs.
• Support for Both Parties: Equips you to represent either buyers or sellers effectively.
• Broad Transactional Scope: Addresses both share and asset sales, ensuring you have the right advice and templates for any acquisition structure.

Expert Advice from Start to Finish

• Preparation for Negotiations: Covers essential pre-acquisition and pre-disposal steps to ensure readiness.
• Due Diligence Insights: Explains financial and legal due diligence principles, ensuring agreements reflect business value and associated risks.
• Drafting Confidence: Offers guidance on key sale and purchase agreement components, helping you draft, review, and negotiate with assurance.
• Warranties and Indemnities: Clarifies the role of warranties and indemnities in mitigating potential post-sale issues.
• Specialist Areas: Provides targeted advice on complex areas such as pensions, tax, and employment law to streamline drafting and negotiations.

Updated and Relevant Content

• Stay Current: Ensures agreements align with the latest company and commercial law developments.
• Regulatory Updates: Discusses recent changes in data protection, national security, and listed company regulations, along with their impact on business sales.
• Environmental and Property Considerations: Explains how these factors can influence transactions.

Time-Saving Precedents

• Comprehensive Precedents: Includes templates for asset and share purchase agreements, board minutes, and powers of attorney, available digitally on Proview, an eReader platform.
• Efficient Drafting: Saves time by allowing you to adapt ready-made precedents or select specific clauses for your documents with ease.

This resource ensures you have the tools and knowledge needed to confidently manage business sale transactions, from initial preparation to post-sale considerations.

Table of Contents of Sale of Shares and Businesses: Law, Practice and Agreements, 7th Edition:

Preface

• 1. Deal structures - shares or assets?
• 2. First Steps - Methods of Sale and Marketing and Confidentiality
• 3. Heads of terms and exclusivity
• 4. Conditions precedent - consents, approvals, releases etc
• 5. Due diligence - general principles
• 6. Due diligence – financial
• 7. Due diligence – legal

• 8. Sale and purchase agreements - share sales
• 9. Sale and purchase agreements - assets sales
• 10. Warranties and indemnities - general principles
• 11. Tax covenants, tax deeds and tax warranties
• 12. Paying the purchase price - consideration structures
• 13. Electronic signatures

• 14. Sale by Individual/Trustee Sellers – Main Tax issues
• 15. Sale by Corporate Sellers – Main Tax issues
• 16. Stamp duties
• 17. Accounting for Business combinations
• 18. Financial assistance
• 19. Competition law issues
• 20. National Security and Investment Act 2021
• 21. Property issues
• 22. Environmental issues
• 23. TUPE
• 24. Pensions issues

• 25. Offers for unquoted companies
• 26. Dealing with a listed company
• 27. Buy-outs
• 28. Buying from Receivers and Administrators
• 29. General data Protection Regulation