Beswick and Wine: Buying and Selling Private Companies and Businesses

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. The 11th edition has been updated to include: - Impact of Brexit in 2020 including on merger law and notifications - "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice - Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from £10m to £1m Case law such as: - Stobart Group Limited and Anor v. William Stobart and Anor [2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements) - 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement) - Triumph Controls UK Limited v Primus International Holding Company [2019] EWHC 565 (TCC) (breach of warranty) - Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [2018] EWCA Civ 23 (tax warranty claim) 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. Part I: The Seller’s Perspective Chapter 1: An overview of the sale process Chapter 2: Assessment of marketability Chapter 3: Preparing the sale Chapter 4: Marketing Chapter 5: Negotiation process Part II: The Purchaser’s Perspective Chapter 6: An overview of the acquisition process Chapter 7: Acquisition strategy Chapter 8: The search process Chapter 9: Negotiation Chapter 10: Due Diligence Part III: The Acquisition Agreement Chapter 11: General principles Chapter 12: Share purchase Chapter 13: Business transfer agreement Part IV: Post–completion Chapter 14: Announcements and notifications Chapter 15: Implementing changes to the workforce Chapter 16: Stamp duty Part V: Special Situations Chapter 17: Buy-outs Chapter 18: Buying and selling technology businesses Part VI: Precedents