Share & Asset Purchase Agreements - A Guide for Corporate Advisors

Introduction

This course will consider the issues and pitfalls that can arise in share purchase agreements including merger control, warranties and virtual completions.

After attending this course you will be able to:

• Decide how best to structure a transaction
• Understand the key issues that arise in share or asset purchase transactions
• Prepare a merger control notification
• Negotiate warranties, disclosure and indemnities
• Understand the key issues and pitfalls concerning consideration
• Apply the rules concerning financial assistance in section 82 of the Companies Act
• Understand the pitfalls in having virtual signings or virtual completions

What You Will Learn

This course will cover the following:

• The key considerations in structuring the transaction
• Key legal and practical differences between share purchases and asset purchases
• Pre-conditions to the transaction
• Substantive conditions precedent
• Merger control and Part 3 of the Competition Act
• Warranties and indemnities
• Consideration and deferred consideration
• Financial assistance with analysis of section 82 of the Companies Act 2014
• Signing and completion - R (Mercury Tax group and another) -v-HMRC
• Analysis of typical share purchase agreement
• Analysis of typical asset purchase agreement