Beswick and Wine: Buying and Selling Private Companies and Businesses: Eleventh edition

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blank Preface Dedication About the author Abbreviations Table of Statutes Table of Statutory Instruments Table of EC Material Table of Cases Part I The Seller’s Perspective Chapter 1 An overview of the sale process 1.1 The sale process 1.2 Rationale for selling Chapter 2 Assessment of marketability 2.1 Appointment of a lead advisor 2.2 Preliminary review of the target 2.3 Appointment of the project team Chapter 3 Preparing for the sale 3.1 Planning the sale 3.2 Shares or assets? 3.3 Tax planning on the sale of shares 3.4 Tax planning on the sale of assets 3.5 Methods of sale 3.6 Timing of sale Chapter 4 Marketing 4.1 General 4.2 Preparation of the information memorandum 4.3 Approach to prospective purchasers 4.4 Confidentiality 4.5 Distribution of the information memorandum 4.6 Data rooms (off or online) Chapter 5 Negotiation process 5.1 Selection of the preferred purchaser 5.2 Negotiation process 5.3 Response to the purchaser’s proposals 5.4 Heads of agreement and exclusivity 5.5 Response to due diligence enquiries Part II The Purchaser’s Perspective Chapter 6 An overview of the acquisition process Chapter 7 Acquisition strategy 7.1 Business objectives 7.2 Acquisition strategy 7.3 The acquisition team Chapter 8 The search process 8.1 Identifying potential targets 8.2 Selecting and evaluating potential targets 8.3 Approaching potential targets Chapter 9 Negotiation 9.1 The negotiation process 9.2 Valuation 9.3 Price 9.4 Pricing structures 9.5 Financing the acquisition 9.6 Shares or assets? 9.7 Tax issues for the purchaser 9.8 Heads of agreement and exclusivity Chapter 10 Due diligence 10.1 Introduction 10.2 Matters requiring investigation 10.3 Forms of due diligence Part III The Acquisition Agreement Chapter 11 General principles 11.1 Introduction 11.2 Plain English Chapter 12 Share purchase 12.1 Share purchase agreement or offer document? 12.2 Share purchase agreement Annex Competition and Markets Authority Mergers Guidance Chapter 13 Business transfer agreement 13.1 Introduction 13.2 Business transfer agreement Part IV Post-completion Chapter 14 Announcements and notifications 14.1 Notification of aquisitions falling within competition law merger rules 14.2 Notifications 14.3 Consumer credit licence approval – FSMA 2000, s 178 notices and the FCA Chapter 15 Implementing changes to the workforce 15.1 General considerations 15.2 Redundancy 15.3 Changes to terms and conditions of employment 15.4 The implications of TUPE 2006 15.5 Consultation 15.6 Changes to the target’s board of directors or senior management Chapter 16 Stamp duty 16.1 General principles 16.2 Share purchases 16.3 Business transfers 16.4 Paying stamp duty on shares Part V Special Situations Chapter 17 Buy-outs 17.1 Introduction 17.2 Conflict of interests 17.3 Due diligence 17.4 Shareholder consent 17.5 Financial assistance 17.6 Tax considerations 17.7 Warranties/disclosure 17.8 Assignability of warranty/indemnity claims Chapter 18 Buying and selling technology businesses 18.1 Introduction 18.2 Distinguishing features of the sale and purchase of a technology business 18.3 Due diligence 18.4 Employees 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 Index Downloadable precedents Licence agreement