Asset Acquisitions

Commentary on terms and conditions commonly found in an asset purchase agreement.

A practice note on the tax implications for buyer and seller of using deferred consideration in an asset purchase.

This practice note discusses the tax implications of a hive down. A hive down is the transfer of all or part of the business or assets of a company to a new company (the hive down company), followed by the sale of the shares in the hive down company to a third party.

This note addresses the issues relating to corruption to consider when acquiring a business or shares in a target company or entering into a joint venture, particularly in light of the Bribery Act 2010.

How to carry out an asset purchase or the purchase of a business as a going concern where the seller is in administration or administrative receivership.

A look at two key competition issues in connection with an asset purchase: whether the transaction as a whole is subject to merger control and whether certain restrictions that are generally entered into in connection with such transactions 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 note considers how UK data protection legislation affects commercial transactions and, in particular, data relating to employees.

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.

A note considering the key employment-related due diligence issues for a prospective buyer in a UK share or asset sale.

Engagement letters are used by accountants, investment banks and other advisers to limit their liability when giving advice. This note deals with the issues that arise when limiting liability and summarises the provisions most commonly found in engagement letters.

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.

Many commercial property transactions are, potentially, liable to direct and indirect taxes. This practice note considers the tax treatment where a corporate taxpayer holds an interest in property.

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

Many commercial property transactions are, potentially, liable to direct and indirect taxes. This practice note considers the tax treatment of leases.

This note covers the particular issues involved when a company with a premium listing of equity shares enters into a significant transaction under LR 10.  It deals with the class tests, classification as a class 1 or class 2 transaction and the requirements for announcements and circulars.

This note covers the particular issues involved in a reverse takeover under LR 5.6.

This practice note looks at the issues that need to be considered when drafting or negotiating a clause in a property sale contract dealing with plant and machinery capital allowances.  It considers the new rules applicable from April 2012, which impose additional requirements before a buyer can claim plant and machinery capital allowances on property fixtures.

This Practice note outlines the key considerations for a seller and its advisers in setting up a data room for use in a disposal by auction.

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 note sets out some of the key issues to be addressed during due diligence on the acquisition or disposal of a software business.  For information on general due diligence, see Practice note, Due diligence and post-completion integration: acquisitions.

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

This practice note discusses the situations in which UK tax relief may be available for the transfer of a trade and the procedure for obtaining HMRC clearance for such transactions.

A document tracking the development of certain notable pieces of proposed new legislation relating to corporate taxation.

A document tracking the development of certain notable pieces of proposed new legislation relating to property, energy and environment taxation.

How to deal with computer systems and other information technology issues in an asset purchase.

A practice note providing a brief summary of the operation of the rules governing the transfer of a business as a going concern where the assets transferred include land and buildings.

This note considers the different techniques which may be used in valuing a business on an asset or share purchase. These may broadly be classified as the discounted cash flow approach, the market multiple approach, the dividend yield approach and the net asset approach.

A consideration of the key features of warranty and indemnity insurance for buyers and sellers in private acquisitions.

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 practice note discusses the various types of environmental issues that may arise for sellers and buyers in an asset purchase.