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 introduction 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 also 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 gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief).

This note considers the purpose, scope and practical aspects of a due diligence investigation and post-completion integration on an acquisition.

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.

Practical guidance on how to prepare for and organise completion meetings so as to minimise the potential for last-minute problems.

This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. 

Tax legislation gives special tax treatment to certain transactions between group company members, such as group and consortium relief and relief for chargeable gains groups. This note considers that treatment. The stamp duty, stamp duty land tax and value added tax position of group companies is also considered.

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

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 note identifies the circumstances in which, even where the target company is private, or where it is public but not quoted, it may be necessary or desirable for an offer to be made. It analyses the provisions of relevant legislation and The City Code on Takeovers and Mergers which require special consideration in the context of such an offer.

This note considers the particular issues which arise on a private company acquisition where shares in the target company are held by trustees. Jonathan Conder, Macfarlanes

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

Almost all sales of private companies include a tax covenant (also called the tax schedule or tax indemnity), generally given by the seller in favour of the buyer. This practice note explains, in broad terms, the main provisions of the tax covenant.

This practice note is about the way payments made by the seller to the buyer under the tax indemnity and tax warranties contained in a share purchase agreement are taxed.

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 note considers the various reliefs and exemptions from stamp duty available in a commercial context. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

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.