We will track here amendments to this resource that reflect changes in law and practice.
A guide to all of PLC's resources relating to UK private equity and venture capital transactions, as well as links to PLC Cross-border handbooks.
Although led by corporate lawyers, a private equity transaction will usually require the input of lawyers across a range of different disciplines. (such as finance, employment, pensions and tax lawyers). This note sets out all of PLC UK's materials that are directly relevant to such a transaction and are organised in this note by reference to which of the following aspects of private equity practice they most closely relate.
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A large number of PLC resources will have relevance to private equity and venture capital transactions. However, where such resources are not specifically authored with private equity in mind, they have been omitted from this list. If you are unable to locate relevant information in this note, please contact the team.
As well as resources on UK private equity and venture capital, PLC Cross-border publishes handbooks on, respectively, private equity and venture capital:
The PLC Cross-border Private Equity Handbook is a multi-jurisdictional guide to cross-border private equity issues, including country-specific Q&As on private equity law and practice in each of 22 key jurisdictions, answered by a leading law firm recommended for its private equity expertise in that jurisdiction, and details of recommended private equity lawyers and law firms in 38 jurisdictions around the world following independent research carried out by PLC Which Lawyer?.
The PLC Cross-border Venture Capital Handbook is a multi-jurisdictional guide that brings together practical information on topical cross-border venture capital issues, including country-specific Q&As on venture capital law and practice in 19 key jurisdictions.
For subscribers interested in US private equity, PLC Corporate & Securities offers a comprehensive range of private equity resources from our New York office.
Resources listed below which are followed by a date in brackets are articles written as at that date; those materials are not maintained.
Included under this heading are those materials which might be useful for those new to private equity and venture capital, or to those designing training materials for new joiners. It also includes a number of recent articles on current market practice.
An introduction to private equity: a series of films produced in association with JurisProductions, in which leading private equity practitioners provide an insight into the nature of private equity transactions and funds. CPD points are available for viewing the films.
Private equity buyouts: overview (www.practicallaw.com/6-518-0998)
Non-leveraged investments: overview (www.practicallaw.com/4-204-9960)
Private equity: tax overview (www.practicallaw.com/5-378-7462)
University spin-outs: overview (www.practicallaw.com/7-201-3064)
LBO restructurings: making sense of the market (www.practicallaw.com/1-503-1109) (2 September 2010)
Private equity in Latin America (www.practicallaw.com/9-503-3821) (21 September 2010)
Private Equity Investments in China (www.practicallaw.com/4-502-3075) (1 June 2010)
IPOs of private equity-backed companies in 2010 (www.practicallaw.com/7-502-3917) (31 May 2010)
Private equity buyouts after the crisis (www.practicallaw.com/8-502-1084) (1 May 2010)
Private equity: the impact of the financial crisis (www.practicallaw.com/2-500-8882) (25 January 2010)
An essential part of ensuring the successful conduct of any private equity or venture capital transaction will be good project management. Investing time to scope the transaction in the early stages and monitoring progress throughout, will help mitigate unforeseen difficulties that may arise.
Equity term sheet: private equity: checklist (www.practicallaw.com/5-101-6050)
Preliminary considerations: university spin-out: checklist (www.practicallaw.com/4-373-0008)
Preliminary issues: private equity (www.practicallaw.com/9-107-4260)
The auction process in private equity transactions (www.practicallaw.com/5-107-4040)
Exclusivity agreement: private equity (favouring buyer) (www.practicallaw.com/7-101-6049)
Exclusivity agreement: private equity (favouring seller) (www.practicallaw.com/7-382-6113)
Heads of terms: convertible loan note (www.practicallaw.com/6-203-4627)
Heads of terms: investment round: non-leveraged investment (www.practicallaw.com/3-202-3461)
Heads of terms: private equity (www.practicallaw.com/1-101-6047)
Due diligence: private equity transactions (www.practicallaw.com/9-107-4038)
Intellectual property: university spin-out: checklist (www.practicallaw.com/1-329-1091)
This heading covers all elements of the investment structure; that is, all aspects of the transaction other than those relating to the acquisition or the provision of debt.
Articles of association: non-leveraged investment: checklist (www.practicallaw.com/1-224-8956)
Ask the Team: Articles and memorandum of association: 1 October 2009 (www.practicallaw.com/3-385-9469) (9 June 2009)
Employee benefit trusts: still a regular incentive (www.practicallaw.com/5-523-5289) (30 January 2013)
Employee share schemes: a quick guide (www.practicallaw.com/9-378-9652)
Employment related securities (www.practicallaw.com/6-376-2197)
Equity finance aspects of private equity transactions (www.practicallaw.com/9-107-4057)
Founder shares and employee shares (www.practicallaw.com/8-202-4533)
Investment agreement: non-leveraged investment: checklist (www.practicallaw.com/5-224-6960)
Management buyouts: risks and rewards for management (www.practicallaw.com/8-201-3129)
Private equity: under-funded pension liabilities (www.practicallaw.com/3-222-5973) (22 February 2007)
Ratchets: non-leveraged investments (www.practicallaw.com/5-204-2958)
Restricted securities: a quick guide (www.practicallaw.com/2-382-3046)
Articles of association:
Investment agreements:
Investment agreement: non-leveraged investment (www.practicallaw.com/5-203-0955)
Investment agreement (sample clauses): management buyouts (www.practicallaw.com/9-379-6940)
Subscription and shareholders' agreement: university spin-out (www.practicallaw.com/5-237-2963)
Option: investment agreement: non-leveraged investment (www.practicallaw.com/9-203-2231)
Second completion: investment agreement: non-leveraged investment (www.practicallaw.com/3-203-2291)
Loan note instruments:
Option agreements:
Other:
Completion board minutes: non-leveraged investment (www.practicallaw.com/8-203-5640)
Completion board minutes: private equity transactions (www.practicallaw.com/3-101-6046)
Disclosure letter: non-leveraged investment (www.practicallaw.com/4-203-4831)
Employee/director share subscription deed (www.practicallaw.com/7-382-1592)
Shared facilities agreement: university spin-out (www.practicallaw.com/6-378-7598)
Subscription letter: undertaking to pay (www.practicallaw.com/6-501-2387)
Not all private equity and venture capital transactions will involve an acquisition. Where the transaction does involve the purchase of a company or a business by management through a newco vehicle, the mechanics are much the same as for the purchase of a company or a business by a third party (see Practice notes, Share purchases: overview (www.practicallaw.com/0-107-3750) and Asset purchases: overview (www.practicallaw.com/3-107-3536)). However, there are certain issues which are of most relevance to a buyout and these form the focus of the following practice notes and articles:
Acquisition of the business: private equity (www.practicallaw.com/7-107-4322)
Financial assistance in buyouts (www.practicallaw.com/3-107-4041)
Public to private: the impact of Takeover Code changes (www.practicallaw.com/3-520-8569) (30 August 2012)
Buy and build strategies: adding value (www.practicallaw.com/6-506-6422) (30 June 2011)
Re-registration of a company: from public to private limited: overview (www.practicallaw.com/4-384-7758) (see alsoStandard document, Re-registration of a company: from public to private limited: board minutes (www.practicallaw.com/4-384-9074) and Standard clause, Re-registration of a company: from public to private limited: members' resolutions (www.practicallaw.com/0-384-9071))
The auction process in private equity transactions (www.practicallaw.com/5-107-4040)
Pricing mechanisms: locked box vs completion accounts (www.practicallaw.com/7-516-6888) (25 January 2012)
The role of pension scheme trustees in M&A transactions (www.practicallaw.com/4-379-8847) (7 December 2007)
For details of UK public to private acquisitions since 1 January 2007, see What's Market: Public to privates (www.practicallaw.com/7-502-9660).
For all of PLC's resources on private acquisitions, see the topic pages for private acquisitions (shares) (www.practicallaw.com/1-103-1081) and private acquisitions (assets) (www.practicallaw.com/5-103-1079).
Funding a private equity or venture capital transaction through debt can have a significant effect on the potential upside available to the private equity sponsor of the deal (see Practice note, Internal rate of return (IRR): an introduction (www.practicallaw.com/6-384-9563)).
Acquisition finance: debt for buyouts (www.practicallaw.com/3-107-4036)
Financing an offer for a public company: issues for lenders (www.practicallaw.com/0-380-0625)
Guarantees and indemnities (www.practicallaw.com/9-200-1437)
Intercreditor deeds: overview (www.practicallaw.com/5-107-4035)
Second lien financing: overview (www.practicallaw.com/8-353-7952)
Understanding the syndicated loan market (www.practicallaw.com/5-204-3000)
Private equity transactions: selecting funding sources (www.practicallaw.com/0-508-3306) (27 October 2011)
Private equity financing trends: back to the future? (www.practicallaw.com/1-504-7054) (24 February 2011)
Debenture: management buyouts (www.practicallaw.com/6-101-6422)
Facility agreement: management buyouts (www.practicallaw.com/8-101-6044)
Intercreditor deed for secured debt (www.practicallaw.com/2-302-0952)
Intercreditor deed for unsecured debt (www.practicallaw.com/5-242-7965)
Loan note instrument: share consideration (www.practicallaw.com/4-107-3772)
Practice notes, checklists and articles
Corporate Venturing Scheme (www.practicallaw.com/9-375-9155)
Enterprise Investment Scheme (www.practicallaw.com/2-375-9154)
Private equity: tax overview (www.practicallaw.com/5-378-7462)
Private equity and tax: the private equity fund and executives (www.practicallaw.com/6-376-4323)
Employee benefit trusts: still a regular incentive (www.practicallaw.com/5-523-5289) (30 January 2013)
Private equity funds and investments: tax considerations (www.practicallaw.com/0-239-1959) (1 January 2007)
Employment-related securities: HMRC backs down on ratchets (www.practicallaw.com/1-204-1060) (21 August 2006)
Private equity transactions: tax aspects (www.practicallaw.com/5-102-9830) (24 September 2004)
For a list of all of PLC's resources relating to investment funds, see Practice note, A guide to PLC's investment fund materials (www.practicallaw.com/5-504-0381).
Internal rate of return (IRR): an introduction (www.practicallaw.com/6-384-9563)
Equity bridge facilities to private equity funds (www.practicallaw.com/3-505-8094)
Issues for fund managers in the wake of the global financial crisis (www.practicallaw.com/5-504-1516) (1 November 2010)
Private equity fund governance: back to the drawing board (www.practicallaw.com/6-502-0127) (28 April 2010)
Secondary sales: demystifying a growing trend (www.practicallaw.com/4-386-2640) (18 June 2009).
Private equity and tax: the private equity fund and executives (www.practicallaw.com/6-376-4323)
The Walker Guidelines for enhanced private equity disclosure
US Dodd-Frank Act: issues for UK corporate lawyers (www.practicallaw.com/9-502-9720) (12 August 2010)
A guide to the AIFM Directive: index (www.practicallaw.com/2-503-9765). That note contains links to the following detailed notes on the AIFM Directive:
Hot topics: the AIFM Directive (www.practicallaw.com/1-503-3820);
The AIFM Directive: scope, authorisation and marketing (www.practicallaw.com/3-503-9680);
The AIFM Directive: the depositary (www.practicallaw.com/4-503-9745);
The AIFM Directive: organisational requirements (www.practicallaw.com/5-503-9783);
The AIFM Directive: capital requirements for managers (www.practicallaw.com/1-503-9737);
The AIFM Directive: remuneration (www.practicallaw.com/3-503-9741);
The AIFM Directive: disclosure and reporting obligations (www.practicallaw.com/8-503-9809); and
CRC Energy Efficiency Scheme:
The impact on private equity fund structures (www.practicallaw.com/5-501-6970)
How to apply the Qualification Criteria to private equity funds (www.practicallaw.com/0-501-6977)
To view all of PLC's resources on the CRC Energy Efficiency Scheme, see CRC survival kit.
The sponsor of a private equity or venture capital transaction will only realise the real value of its investment on a successful exit, whether by a trade or secondary sale, or an initial public offering.
Private equity exit routes (www.practicallaw.com/4-107-4314)
IPOs of private equity-backed companies in 2010 (www.practicallaw.com/7-502-3917) (31 May 2010)
Re-registration of a company: from private to public: checklist (www.practicallaw.com/6-384-7564)
Re-registration of a company: from private to public: overview (www.practicallaw.com/0-384-7576)
Share purchases: tax checklist for seller (www.practicallaw.com/6-372-8009)
Share purchases: preparing the target for sale: tax
Transactions in securities: tax anti-avoidance (www.practicallaw.com/5-367-3998)
Please note that the following articles are not maintained, so may not reflect the current law and/or market practice.
Employee benefit trusts: still a regular incentive (www.practicallaw.com/5-523-5289) (30 January 2013)
Public to private: the impact of Takeover Code changes (www.practicallaw.com/3-520-8569) (30 August 2012)
Pricing mechanisms: locked box vs completion accounts (www.practicallaw.com/7-516-6888) (25 January 2012)
Private equity transactions: selecting funding sources (www.practicallaw.com/0-508-3306) (27 October 2011)
Buy and build strategies: adding value (www.practicallaw.com/6-506-6422) (30 June 2011)
Private equity financing trends: back to the future? (www.practicallaw.com/1-504-7054) (24 February 2011)
Issues for fund managers in the wake of the global financial crisis (www.practicallaw.com/5-504-1516) (1 November 2010)
LBO restructurings: making sense of the market (www.practicallaw.com/1-503-1109) (2 September 2010)
Private equity in Latin America (www.practicallaw.com/9-503-3821) (21 September 2010)
US Dodd-Frank Act: issues for UK corporate lawyers (www.practicallaw.com/9-502-9720) (12 August 2010)
Private Equity Investments in China (www.practicallaw.com/4-502-3075) (1 June 2010)
IPOs of private equity-backed companies in 2010 (www.practicallaw.com/7-502-3917) (31 May 2010)
Private equity buyouts after the crisis (www.practicallaw.com/8-502-1084) (1 May 2010)
Private equity fund governance: back to the drawing board (www.practicallaw.com/6-502-0127) (28 April 2010)
Private equity: the impact of the financial crisis (www.practicallaw.com/2-500-8882) (25 January 2010)
Bureaucrats at the gate: regulating alternative investment funds (www.practicallaw.com/4-500-7612) (26 November 2009)
Take-private lite: a low calorie solution for corporate fitness? (www.practicallaw.com/9-386-3067) (22 June 2009)
Financial crisis: Q&A (UK) (www.practicallaw.com/9-383-6743) (5 March 2009)
Private equity: the new world (www.practicallaw.com/3-384-0639) (11 November 2008)
Charting new seas - the convergence of the hedge and private equity funds structures (www.practicallaw.com/0-383-6808) (1 October 2008)
Share buybacks: the importance of getting them right (www.practicallaw.com/4-383-4280) (30 September 2008)
Debt buy-backs: from chaos to opportunity (www.practicallaw.com/5-382-7420) (4 August 2008)
Sharia-compliant private equity: old dog learns new tricks (www.practicallaw.com/0-382-2651) (24 June 2008)
Private equity: Walker six months on (www.practicallaw.com/4-381-7431) (7 May 2008)
Taxing carried interest: proposals for change (www.practicallaw.com/3-379-7650)
Acquisition of Countrywide: safe as houses? (www.practicallaw.com/5-378-8843) (22 November 2007)
Bridge equity: crossing the finance gap (www.practicallaw.com/4-378-7410) (20 October 2007)
Private equity: consortium deals (www.practicallaw.com/6-221-8952) (22 February 2007)
Private equity: handling an auction in a sellers' market (www.practicallaw.com/3-219-8960) (22 February 2007)
Private equity: hedge funds' impact (www.practicallaw.com/4-218-6018) (22 February 2007)
Trends in private equity financing (www.practicallaw.com/0-219-9956) (22 February 2007)
Private equity: under-funded pension liabilities (www.practicallaw.com/3-222-5973) (22 February 2007)
Private equity funds and investments: tax considerations (www.practicallaw.com/0-239-1959) (1 January 2007)
Employment-related securities: HMRC backs down on ratchets (www.practicallaw.com/1-204-1060) (21 August 2006)
Private equity transactions: tax aspects (www.practicallaw.com/5-102-9830) (24 September 2004)
Secondary buyouts: Moving on (www.practicallaw.com/5-102-6049) (16 January 2004)
Private equity funds: US and UK features (www.practicallaw.com/5-102-3098) (23 May 2003)
From public to private: Changing direction (www.practicallaw.com/7-102-3097) (23 April 2003)
From public to private: Management buyouts of listed companies: Part one (www.practicallaw.com/9-100-8010) (1 May 1998)
From public to private: Management buyouts of listed companies: Part two (www.practicallaw.com/3-100-8292) (1 June 1998)