Private equity and venture capital

This note sets out a checklist of those provisions of the Companies Act 2006 (the 2006 Act) which can be included, excluded or modified by a company's articles of association, where such company is registered after the final implementation of the 2006 Act.

A sample due diligence checklist for use in conjunction with the acquisition of the target company or business by Newco in the context of a buyout. The following checklist gives an overview of the types of information required and questions to be asked as part of the due diligence process on a buyout. The focus is on the acquisition aspects of the transaction. It is intended for use by the buyer and its advisers to help them gain an understanding of the structural and operational features of the Target Group and to assist in identifying the matters relevant to the transactions contemplated. The list is not exhaustive and in most cases supplemental requests for information will be necessary. As with any due diligence exercise, it is important to settle from the outset the responsibilities of all the people involved: who will carry out due diligence, who will co-ordinate the exercise, responsibilities and reporting lines and so on. There should also be adequate communication between the due diligence team and those conducting the negotiations with the seller.

The equity term sheet sets out all the main aspects of the equity investment and serves as a useful checklist of the matters to be agreed between the management team and the external investors.Negotiation of the principal terms of the investment agreement, articles of association, loan note instruments and service agreements is often left to a late stage in the transaction. The equity term sheet serves as a useful checklist at an earlier stage and helps focus the minds of investors and managers on the commercial issues to be negotiated between them.

A checklist of questions to ask to determine the tax treatment of a cross-border share sale.

A checklist of the main issues to consider before setting up a "spin-out" company.

This checklist summarises the procedure for a private limited company to re-register as a public limited company under the Companies Act 2006.

A checklist setting out a broad description of the UK provisions under which a person may be secondarily liable for tax that is payable primarily by someone else or under which a person may be taxable on profits or gains arising to another person. It discusses, among other things, groups of companies, residence and migration, changes in ownership, chargeable gains and stamp duties.