Share Acquisitions: Private

This practice note addresses the legal constraints to which parties to acquisitions and takeover offers are subject when considering entering into break fee arrangements. In the context of the general prohibition on such arrangements in the Takeover Code, the note also examines the impact of the prohibition on other types of deal protection measures. The note considers the legal issues relating to break fee arrangements (where these are permitted), how they may be structured and trigger events for the payment of a break fee.

This Practice note considers the potential application of competition law to a share purchase transaction; in particular whether the transaction as a whole is subject to UK or EU merger control, and whether certain restrictions that are generally entered into in connection with such transactions (such as non-compete covenants, supply agreements and licences of intellectual property rights) are subject to additional regulatory scrutiny and control. Following a consultation in March 2011, the government has announced its decision on proposals to reform the UK competition regime. The government has decided to establish a new single Competition and Markets Authority to replace the OFT and Competition Commission.  The government has also decided on various, largely procedural changes to strengthen the mergers, markets and antitrust enforcement regimes. For further information see Government decisions on establishment of Competition and Markets Authority and reform of UK competition regime and Enterprise and Regulatory Reform Bill 2012-13: implementation of competition reforms.

Confidentiality agreements (also known as non-disclosure agreements) are usually signed during the early stages of the acquisition process and seek to ensure that confidential information disclosed (normally by the seller) during the negotiations remains confidential and is not used other than for the purpose disclosed. This note explains why a written confidentiality agreement is considered to be necessary and considers common provisions of the confidentiality agreement and the enforcement of confidentiality obligations.

This practice note explains what issues should be considered in a share purchase in relation to the CRC Energy Efficiency Scheme (CRC). This note considers issues at all stages of a transaction, from the due diligence stage to post-completion matters.

This practice note contains a number of frequently asked questions about what constitutes a deferred tax liability for which provision must be made or a deferred tax asset. It also attempts to address the issues that may arise in relation to deferred tax when the shares in a  private company are sold. Its aim is to give tax lawyers a sufficient understanding of deferred tax to be able to judge, in the context of any individual deal, how relevant the issue is likely to be to their client.  

This note discusses the function of the disclosure letter and the practical aspects of the seller's disclosure exercise in share and asset purchase transactions.

This note considers the commercial and tax issues raised by the use of an earn-out structure on the sale of a company where at least part of the price paid by the buyer is calculated by reference to the performance of the target company over a period of time after the acquisition takes place.

This note considers the employment issues which arise on the sale of a company.

The availability of entrepreneurs' relief has significant implications for individuals and trustees. This practice note explains the key features of entrepreneurs' relief.

Exclusivity agreements (also known as lock-out, shut-out or no-shop agreements) may be used in acquisitions to protect a prospective buyer against losing out to a rival bidder after spending significant time and money on negotiations. This note sets out the principal considerations arising in exclusivity agreements.

A note outlining the changes to the law on the financial assistance under the Companies Act 2006. For more detailed information and analysis, see Practice note, Financial assistance: 1 October 2009. The prohibition on financial assistance by private companies for the acquisition of shares in themselves or other private companies (including the whitewash procedure) was repealed from 1 October 2008. Chapter 2 of Part 18 of the 2006 Act (financial assistance for purchase of own shares) preserves the financial prohibition for public companies and has been in force since 1 October 2009.

Heads of terms (also known as letters of intent, memoranda of understanding or heads of agreement) set out the terms of a commercial transaction agreed in principle between the parties. This note sets out the main considerations arising in heads of terms used in private company acquisitions (shares or assets).

How to deal with intellectual property rights on a share purchase or other acquisition.

A practice note listing key forthcoming dates in 2012 for corporate tax practitioners.

Whenever a UK company with a premium listing of equity shares is involved in an acquisition or disposal of shares or assets, a number of factors must be considered in advising on the transaction and its timetable that do not apply when both parties are private companies or individuals. This note covers the particular issues which arise when either the buyer or seller is a UK public limited company whose equity shares have a premium listing on the Official List and are traded on the main market of the London Stock Exchange. 

This note covers the particular issues involved when a company with a premium listing of equity shares enters into a related party transaction under LR 11.  It deals with the classification of the transaction as a related party transactions and the requirements for announcements and circulars.

This practice note deals with aspects of the UK tax treatment of employment-related securities and securities options acquired after 5 April 2008 by employees and directors who are UK resident, but not ordinarily resident (R/NOR). It also deals briefly with those who are UK resident and ordinarily resident (R/OR), but not domiciled in the UK. From Royal Assent of Finance Act 2013, the concept of ordinary residence will be abolished and a statutory residence test will come into force (see Practice note, Statutory residence test for individuals).  We are currently reviewing this practice note in the light of this forthcoming development.  

This practice note examines pensions issues in European mergers and acquisitions, and focuses particularly on the United Kingdom, France, Germany, Italy, Belgium and Spain.

This note describes the controlled auction process by which a seller seeks competing bids for the target company and highlights the differences between this and the more typical private treaty sale process.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This practice note looks at: 1. The main tax advantages for the buyer and seller of a share purchase. 2. The main tax advantages for the buyer and seller of an asset purchase.

This practice note discusses the main pre-sale tax issues to consider on a share sale. It assumes that the target company is resident and incorporated in the UK. The tax treatment of non-UK residents depends on the tax laws of their jurisdiction.

This practice note deals with the way that companies account for tax in their accounts.

This practice note explains why a tax covenant and tax warranties are necessary protection for the buyer in a typical share sale.

Almost all private share sales include tax warranties given by the seller to the buyer. This practice note explains, in broad terms, the main issues that the tax warranties will usually cover.

This note summarises some of the key competition law and regulatory issues to be addressed whilst undertaking a due diligence exercise on a software business.

This note considers the practical impact of stamp duty on commercial transactions.

This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions.

This practice note explains when a stock transfer form is required, and provides details on how to complete the form. For a stock transfer form that can be edited and saved to your desktop, please see Standard document, Stock transfer form.

This note describes the UK tax treatment of reconstructions and exchanges of securities, and discusses the procedure for obtaining HMRC clearance for such transactions.

A document containing items formerly found in PLC Tax legislation trackers but that are now in force.

A document tracking the development of certain notable pieces of proposed new legislation relating to the taxation of owner-managed businesses.

This practice note explains the transactions in securities rules under which HMRC can counteract a tax advantage for a taxpayer arising from certain types of transaction(s) in shares or securities.

This note considers the use of warranties and indemnities in acquisition agreements.

A practice note listing the recent deals published on What's Market.