.........................................................................................................................
Book Description
Designed primarily for solicitors and accountants, Beswick & Wine: Buying and Selling Private Companies and Businesses offers a step-by-step guide to the legal, taxation and commercial issues involved in the two most common corporate transactions: buying and selling private companies and businesses. The work is structured to reflect the buying and selling process in practice, and considers relevant issues arising from both the vendor's and the purchaser's perspective.
For the sixth edition the text has been substantially re-written and updated in response to changes in the law since the fifth edition was published in 1996. These include:
• new and updated precedents;
• a new chapter on MBOs and the acquisition of technology companies and businesses;
• the impact of the introduction of stakeholder pensions on acquisitions and the Pensions
Act 1995; and
• the impacts of recent cases on part-timers.
It also looks at the proposed changes in financial services law as a result of the Financial Services and Markets Act 2000 and changes to the Listing Rules and tax changes, principally the introduction of taper relief, tax changes to dividends, treatment of Loan Notes and stamp duty.
Beswick & Wine: Buying and Selling Private Companies and Businesses has the same clear layout as the fifth edition, with key precedents relevant to the process reflecting current market practice. The book is once again accompanied by a diskette containing all the precedents in the work.
.........................................................................................................................
Contents
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 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 Measures
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
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
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 Acquisitions Falling within the EC Merger Rules to the EC
Commission
14.2 Notifications
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 1981
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
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 Warrants/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
A - Confidentiality Letter
B - Data Room Rules
C - Offer Letter - Share Purchase
D - Offer Letter - Business Transfer
E - Due Diligence Request
F - Share Purchase Agreement
G - Limitations on Warranty Liability
H - Business Transfer Agreement
I - Disclosure Letter
J - Completion Agenda
K - Target Board Minutes
L - Power of Attorney
M - Deed of Contribution
......................................................................................................................... |
