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Beswick and Wine: Buying and Selling Private Companies and Businesses 11th edition [Minkštas viršelis]

(Solicitor and founder, Singleton's, London, UK.)
  • Formatas: Paperback / softback, 560 pages, aukštis x plotis x storis: 248x158x32 mm, weight: 920 g
  • Išleidimo metai: 30-Jun-2022
  • Leidėjas: Bloomsbury Professional
  • ISBN-10: 1526516128
  • ISBN-13: 9781526516121
Kitos knygos pagal šią temą:
Beswick and Wine: Buying and Selling Private Companies and Businesses 11th editionDidesnis paveikslėlis
  • Formatas: Paperback / softback, 560 pages, aukštis x plotis x storis: 248x158x32 mm, weight: 920 g
  • Išleidimo metai: 30-Jun-2022
  • Leidėjas: Bloomsbury Professional
  • ISBN-10: 1526516128
  • ISBN-13: 9781526516121
Kitos knygos pagal šią temą:
Pastovi nuoroda: https://www.kriso.lt/db/9781526516121.html
Raktažodžiai:
Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions.

From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice.

The 11th edition has been updated to include: - Impact of Brexit in 2020 including on merger law and notifications - "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice - Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from £10m to £1m

Case law such as: - Stobart Group Limited and Anor v. William Stobart and Anor [ 2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements) - 116 Cardamon Ltd v MacAlister & Anor [ 2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement) - Triumph Controls UK Limited v Primus International Holding Company [ 2019] EWHC 565 (TCC) (breach of warranty) - Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [ 2018] EWCA Civ 23 (tax warranty claim)

It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work.

This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Recenzijos

It would be a very brave, very confident or very reckless lawyer who did not have this book alongside when undertaking either a sale or purchase of a private company for a client...It is a magisterial work...The ninth edition of this essential work can be unreservedly recommended. -- Stephen Bloomfield * International Company and Commercial Law Review (Review of 9th Edition) * a practical and thorough treatment of a complex subject. No one who buys this book will be disappointed. * Law Society Gazette (Review of a previous edition) *

Daugiau informacijos

A well established and respected text providing step-by-step guidance to the sale and purchase process of private companies and the key commercial, tax and legal issues arising from it.
Preface ix
Dedication xii
About the author xiii
Abbreviations xv
Table of Statutes
xvii
Table of Statutory Instruments
xxiii
Table of EC Material
xxvii
Table of Cases
xxix
Downloadable precedents 521(1)
Licence agreement 522
Part I The Seller's Perspective
1(84)
Chapter 1 An Overview of the Sale Process
3(4)
1.1 The sale process
3(1)
1.2 Rationale for selling
4(3)
Chapter 2 Assessment of Marketability
7(2)
2.1 Appointment of a lead advisor
7(1)
2.2 Preliminary review of the target
7(1)
2.3 Appointment of the project team
8(1)
Chapter 3 Preparing for the Sale
9(38)
3.1 Planning the sale
9(2)
3.2 Shares or assets?
11(9)
3.3 Tax planning on the sale of shares
20(19)
3.4 Tax planning on the sale of assets
39(5)
3.5 Methods of sale
44(1)
3.6 Timing of sale
45(2)
Chapter 4 Marketing
47(28)
4.1 General
47(1)
4.2 Preparation of the information memorandum
48(1)
4.3 Approach to prospective purchasers
49(1)
4.4 Confidentiality
50(6)
4.5 Distribution of the information memorandum
56(11)
4.6 Data rooms (off or online)
67(8)
Chapter 5 Negotiation Process
75(10)
5.1 Selection of the preferred purchaser
75(1)
5.2 Negotiation process
76(1)
5.3 Response to the purchaser's proposals
76(5)
5.4 Heads of agreement and exclusivity
81(2)
5.5 Response to due diligence enquiries
83(2)
Part II The Purchaser's Perspective
85(130)
Chapter 6 An Overview of the Acquisition Process
87(4)
Chapter 7 Acquisition Strategy
91(2)
7.1 Business objectives
91(1)
7.2 Acquisition strategy
91(1)
7.3 The acquisition team
92(1)
Chapter 8 The Search Process
93(4)
8.1 Identifying potential targets
93(1)
8.2 Selecting and evaluating potential targets
93(2)
8.3 Approaching potential targets
95(2)
Chapter 9 Negotiation
97(44)
9.1 The negotiation process
97(1)
9.2 Valuation
98(2)
9.3 Price
100(1)
9.4 Pricing structures
100(4)
9.5 Financing the acquisition
104(13)
9.6 Shares or assets?
117(20)
9.7 Tax issues for the purchaser
137(1)
9.8 Heads of agreement and exclusivity
138(3)
Chapter 10 Due Diligence
141(74)
10.1 Introduction
141(2)
10.2 Matters requiring investigation
143(64)
10.3 Forms of due diligence
207(8)
Part III The Acquisition Agreement
215(96)
Chapter 11 General Principles
217(2)
11.1 Introduction
217(1)
11.2 Plain English
218(1)
Chapter 12 Share Purchase
219(62)
12.1 Share purchase agreement or offer document?
219(3)
12.2 Share purchase agreement
222(59)
Annex Competition and Markets Authority Mergers Guidance
273(8)
Chapter 13 Business Transfer Agreement
281(30)
13.1 Introduction
281(1)
13.2 Business transfer agreement
281(30)
Part IV Post-completion
311(20)
Chapter 14 Announcements and Notifications
313(2)
14.1 Notification of aquisitions falling within competition law merger rules
313(1)
14.2 Notifications
313(1)
14.3 Consumer credit licence approval -- FSMA 2000, s 178 notices and the FCA
314(1)
Chapter 15 Implementing Changes to the Workforce
315(8)
15.1 General considerations
315(1)
15.2 Redundancy
316(1)
15.3 Changes to terms and conditions of employment
317(1)
15.4 The implications of TUPE 2006
317(1)
15.5 Consultation
318(2)
15.6 Changes to the target's board of directors or senior management
320(3)
Chapter 16 Stamp Duty
323(8)
16.1 General principles
323(1)
16.2 Share purchases
323(3)
16.3 Business transfers
326(2)
16.4 Paying stamp duty on shares
328(3)
Part V Special Situations
331(22)
Chapter 17 Buy-Outs
333(8)
17.1 Introduction
333(1)
17.2 Conflict of interests
334(1)
17.3 Due diligence
335(2)
17.4 Shareholder consent
337(1)
17.5 Financial assistance
337(1)
17.6 Tax considerations
337(1)
17.7 Warranties/disclosure
338(2)
17.8 Assignability of warranty/indemnity claims
340(1)
Chapter 18 Buying and Selling Technology Businesses
341(12)
18.1 Introduction
341(1)
18.2 Distinguishing features of the sale and purchase of a technology business
341(6)
18.3 Due diligence
347(3)
18.4 Employees
350(3)
Part VI Precedents
353(152)
Precedent A Confidentiality letter
355(6)
Precedent B Data room rules
361(4)
Precedent C Offer letter: share purchase
365(6)
Precedent D Offer letter: business transfer
371(6)
Precedent E Due diligence request
377(14)
Precedent F Share purchase agreement
391(48)
Precedent G Limitations on warranty liability
439(6)
Precedent H Business transfer agreement
445(42)
Precedent I Disclosure letter
487(4)
Precedent J Completion agenda
491(2)
Precedent K Target board minutes
493(4)
Precedent L Power of attorney
497(2)
Precedent M Deed of contribution
499(6)
Index 505
Susan Singleton is a solicitor with her own London commercial solicitor's firm, Singletons (www.singlelaw.com) which advises a large range of UK and international clients on business law with particular emphasis on litigation, competition law and IP/IT. Author of 33 law books and contributor to 49 more, she writes regularly on legal matters for a variety of publications. She is a frequent speaker having given about 1700 legal courses/lectures since 1990 in 16 countries i.e. in the UK, Austria, Belgium, Dubai, France, Germany, Holland, Hungary, Iran, Ireland, Nigeria, Spain, Sweden, Switzerland, Trinidad and Turkey. . She publishes ten subscription legal newsletters acquired from Informa including - IT Law Today, Corporate Briefing, Pensions Today, Finance and Credit Law and International Trade Finance. She practised first at Slaughter and May and Bristows before founding her own firm in 1994. She recently sat on the Direct Marketing Authority for 5 years and was Vice Chairman of the Competition Law Association. In 2020 she was one of the Society of Computers and Law Female Tech Law Heroes. A mother of five (her daughters both qualified as solicitors in 2011/12 and two of her youngest children, twin sons are due to qualify as solicitors in 2024) in her spare time she plays the piano, sings and tends her garden. She has three grandchildren. She is past Chairman of Pinner Hill Residents Association and until recently enjoyed her own island in Panama. She can be followed on twitter at singlelaw.