Beswick and Wine: Buying and Selling Private Companies and Businesses: Eleventh edition

"Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions. From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice"-- Provided by publisher Preface Dedication About the author Abbreviations Table of Statutes Table of Statutory Instruments Table of EC Material Table of Cases Part I The Seller’s Perspective Chapter 1 An overview of the sale process 1.1 The sale process 1.2 Rationale for selling Chapter 2 Assessment of marketability 2.1 Appointment of a lead advisor 2.2 Preliminary review of the target 2.3 Appointment of the project team Chapter 3 Preparing for the sale 3.1 Planning the sale 3.2 Shares or assets? 3.3 Tax planning on the sale of shares 3.4 Tax planning on the sale of assets 3.5 Methods of sale 3.6 Timing of sale Chapter 4 Marketing 4.1 General 4.2 Preparation of the information memorandum 4.3 Approach to prospective purchasers 4.4 Confidentiality 4.5 Distribution of the information memorandum 4.6 Data rooms (off or online) Chapter 5 Negotiation process 5.1 Selection of the preferred purchaser 5.2 Negotiation process 5.3 Response to the purchaser’s proposals 5.4 Heads of agreement and exclusivity 5.5 Response to due diligence enquiries Part II The Purchaser’s Perspective Chapter 6 An overview of the acquisition process Chapter 7 Acquisition strategy 7.1 Business objectives 7.2 Acquisition strategy 7.3 The acquisition team Chapter 8 The search process 8.1 Identifying potential targets 8.2 Selecting and evaluating potential targets 8.3 Approaching potential targets Chapter 9 Negotiation 9.1 The negotiation process 9.2 Valuation 9.3 Price 9.4 Pricing structures 9.5 Financing the acquisition 9.6 Shares or assets? 9.7 Tax issues for the purchaser 9.8 Heads of agreement and exclusivity Chapter 10 Due diligence 10.1 Introduction 10.2 Matters requiring investigation 10.3 Forms of due diligence Part III The Acquisition Agreement Chapter 11 General principles 11.1 Introduction 11.2 Plain English Chapter 12 Share purchase 12.1 Share purchase agreement or offer document? 12.2 Share purchase agreement Annex Competition and Markets Authority Mergers Guidance Chapter 13 Business transfer agreement 13.1 Introduction 13.2 Business transfer agreement Part IV Post-completion Chapter 14 Announcements and notifications 14.1 Notification of aquisitions falling within competition law merger rules 14.2 Notifications 14.3 Consumer credit licence approval – FSMA 2000, s 178 notices and the FCA Chapter 15 Implementing changes to the workforce 15.1 General considerations 15.2 Redundancy 15.3 Changes to terms and conditions of employment 15.4 The implications of TUPE 2006 15.5 Consultation 15.6 Changes to the target’s board of directors or senior management Chapter 16 Stamp duty 16.1 General principles 16.2 Share purchases 16.3 Business transfers 16.4 Paying stamp duty on shares Part V Special Situations Chapter 17 Buy-outs 17.1 Introduction 17.2 Conflict of interests 17.3 Due diligence 17.4 Shareholder consent 17.5 Financial assistance 17.6 Tax considerations 17.7 Warranties/disclosure 17.8 Assignability of warranty/indemnity claims Chapter 18 Buying and selling technology businesses 18.1 Introduction 18.2 Distinguishing features of the sale and purchase of a technology business 18.3 Due diligence 18.4 Employees Part VI Precedents Precedent A – Confidentiality letter Precedent B – Data room rules Precedent C – Offer letter: share purchase Precedent D – Offer letter: business transfer Precedent E – Due diligence request Precedent F – Share purchase agreement Precedent G – Limitations on warranty liability Precedent H – Business transfer agreement Precedent I – Disclosure letter Precedent J – Completion agenda Precedent K – Target board minutes Precedent L – Power of attorney Precedent M – Deed of contribution Index Downloadable precedents Licence agreement How can school leaders shape organisations that offer consistently high quality, rounded and equitable education in the context of rapid change? How can wider education systems support and encourage all schools to succeed in this way? What are the challenges and opportunities involved? What can we learn from existing evidence and research? School Leadership and Education System Reform considers the ways in which school leadership and its practice has changed and developed in response to a rapidly changing educational context over the last decade. This new edition is substantially revised and updated, with ten completely new chapters. It includes contributions from a range of leading thinkers and researchers in the field of educational leadership and management. Theoretically and conceptually informed, the contributors draw on recent empirical research studies into leadership, learning and system reform in England and more widely to explore the key issues for contemporary school leadership and management in high-autonomy-high-accountability systems. New chapters look at: · System governance and lateral accountability in 'self-improving' school systems · Leading curriculum development and accelerating progress for disadvantaged children in schools · Effective deployment of teaching assistants/leadership for inclusion · School collaboration, partnerships and 'system leadership' · Securing improvement at scale, across multiple schools and across localities · New conceptions of leadership, including ethical and invitational leadership School Leadership and Education System Reform provides accessible but research and theory-informed chapters, each of which includes summaries and suggestions for further reading. "Structured to reflect the process in practice Beswick and Wine: Buying and Selling Private Companies and Businesses focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions. From due diligence through to completion of the share purchase or business transfer agreement Beswick and Wine: Buying and Selling Private Companies and Businesses contains clear, expert advice. The 10th edition has been fully revised and updated to include: Latest Companies Act 2006 cases; Tax changes including to entrepreneurs' relief and both corporate and personal taxes and impact on sale of share and sale of assets of a company; Sectoral specific changes such as changes to intellectual property and competition law and impact on due diligence process including EU data protection regulation. It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work."--Bloomsbury Publishing.