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Book Description
This handbook, together with its companion handbook Moore : The Owner-Managed Business, Provides valuable legal guidance for any practitioner who has dealing with business and asset purchase, ranging from intra-group transfers to arm’s length acquisitions of a business or businesses as a going concern.
The first of this practical guide provides a concise summary of the key legal issues involved in business purchase, taking the reader through the various stages of a transaction and offering practical advice. The second part comprises key precedents for business purchase, ranging from initial confidentiality and lockout agreements, through to the main acquisition agreement itself. The precedents are also included on disk to provide the basis of a valuable precedent bank – useful for practitioners acting for both the seller or buyer.
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Contents
Part I - Commentary
1. Introduction
2. Planning a business sale
3. Preliminary steps
4. Investigation
5. The purchase contract
6. Employees
7. Competition
8. Warranties and disclosure
9. Taxation
10. Transfers between connected Parties
Part II - Precedents
1. Confidentiality undertaking
2. Lock-out agreement
3. Heads of terms
4. Business purchase questionnaire
5. Pensions questionnaire
6. Business purchase agreement
7. Book debts clause
8. Pension transfer schedule
9. Deed of retirement and appointment of new trustees
10. Novation agreement relating to contract
11. Compromise agreement
12. Disclosure letter
13. Vendor protection schedule
14. Clauses to deal with the interval between exchange and completion
15. Business transfer agreement between connected companies
16. Statutory declaration under the Finance Act 1930, section 42 relating to the sale of a business
Index
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