Asset Acquisitions

An overview of the accounting issues that may arise in a share or asset purchase transaction.

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.

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

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.

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 sets out some of the broader issues to be addressed when drafting the environmental aspects of asset purchase agreements.

A note on the real property aspects of asset purchase transactions.

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. 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 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.

Value added tax (VAT) is a tax on supplies of goods and services made by a taxable person in the course or furtherance of a business. It is administered by HM Revenue & Customs. This note covers the VAT position on standard-rated supplies, exempt supplies, zero-rated supplies and supplies that are outside the scope of VAT.

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