A practical guide to the various transactions involved in acquiring companies or shares in them. Taking a step-by-step approach, this new book covers the legal issues that need to be considered when acquiring or disposing of a business.

It provides commentary on commercial aspects such as:

• finding a prospective target purchase
• conducting investigations and due diligence tests
• confidentiality agreements
• information disclosure
• warranties and indemnities. 

It also covers the tax issues and competition aspects of buying and selling companies and assets.

• Concise commentary making it accessible to non-specialists
• Checklists and tables included throughout
• Illustrative examples
• Ready-to-use precedents included on accompanying CD can be adapted to individual requirements

Bibliography

Paperback •  ISBN: 9781860722462 •   320 pages • Published July 2004 • £45.00

Contents
1. Introduction
Legal aspects
Considerations in acquiring all/some of a company’s assets or business
Comparison between a share sale and asset sale
Other methods of achieving control
Joint ventures
Share participation
Licensing and franchising
 
2. Vendor Planning
Grooming for sale – vendor’s objectives
Increasing the attractiveness of target
Maximisation of sales proceeds
Minimising tax liability
Internal transfers
Taxation considerations
Anticipating due diligence issues
 
3.Requirements of FISMA
Confidentiality agreements
Protection for the vendor when commercially sensitive information is disclosed
Matters requiring confidentiality
Reasons for using confidentiality agreements
Common law protection v reliance on contract
Precedent and key features
Exclusivity arrangements
Lock- out agreement
Heads of terms
 
 
4.Due diligence
Financial and commercial due diligence
The disclosure letter
 
5. Key purchase terms
6. Share purchase
7.Business purchase
8.Venture capital funding
9.Bank /asset funding
10. Employees
 
Precedents
Confidentiality undertaking
Exclusivity agreement
Sample heads of terms
Due diligence enquiries
Share purchase agreement
Disclosure letter
Vendor protection
Ancillaries
Completion board minutes

About the author
Gateley Wareing : Gateley Wareing is a leading independent firm of solicitors specialising in owner-led businesses. Gateley Wareing has merged with Henderson Boyd Jackson, and is now called HBJ Gateley Wareing