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Beswick and Wine
Susan Singleton
其他書名
Buying and Selling Private Companies and Businesses
出版Bloomsbury Publishing Plc, 2014
主題Business & Economics / Business LawBusiness & Economics / Mergers & AcquisitionsBusiness & Economics / International / GeneralLaw / Administrative Law & Regulatory PracticeLaw / Commercial / GeneralLaw / Corporate
ISBN17804348129781780434810
URLhttp://books.google.com.hk/books?id=Zl1RnwEACAAJ&hl=&source=gbs_api
註釋The ninth edition of this well established book adopts a practical approach, considering both the vendor's and seller's perspective and providing the practitioner with a step-by-step guide to all the legal, taxation and commercial issues involved in buying and selling private companies and businesses. It includes check-lists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying CD-ROM containing all the precedents in the work.
As most acquisitions in the UK are largely private sales, the companies expressed to be bought or sold in the book are unquoted; and limited by shares and incorporated under the Companies Acts; and private. As the sale and purchase process varies depending upon the identity of the party initiating it the book covers the sale process from the seller's perspective (Part I) and covers the acquisition process from the purchaser's perspective (Part II) as well as looking at the acquisition agreement (Part III), post-completion (Part IV) and special situations (Part V). It also contains precedents on a CD-ROM (Part VI) including data room rules; an offer letter; share purchase; an offer letter business transfer; a due diligence request; completion agenda; a disclosure letter.
The ninth edition has updated to reflect the following changes in the law relevant to those buying and selling businesses including-
Changes to competition law in the Enterprise and Regulatory Reform Act 2013 ;
Case law on business sales, indemnities and warranties;
Tax rates and changes including entrepreneurs' relief and the most recent Finance Acts;
Relevant EU law changes in the areas of company law and data protection.
Contents
Part I- The Seller's Perspective-
1 An overview of the sale process; 2 Assessment of marketability; 3 Preparing the sale; 4 Marketing; 5 Negotiation process;
Part II- The Purchaser's Perspective-
6 An overview of the acquisition process; 7 Acquisition strategy; 8 The search process; 9 Negotiation; 10 Due diligence;
Part III- The Acquisition Agreement-
11 General principles; 12 Share purchase; 13 Business transfer agreement;
Part IV- Post - Completion-
14 Announcement and notifications; 15 Implementing changes in the workforce; 16 Stamp duty;
Part V- Special Situations-
17 Buy-outs; 18 buying and selling technology businesses;
Part VI Precedents.