Buying and selling private companies and businesses

목차 (Table of Contents)

• CONTENTS
• Preface = ⅴ
• Abbreviations = ⅸ
• Table of statutes = xiii
• Table of cases = xvii
• Part Ⅰ The seller's perspective
• CHAPTER 1 AN OVERVIEW OF THE SALE PROCESS = 3
• 1.1 The sale process = 3
• 1.2 Rationale for selling = 5
• CHAPTER 2 ASSESSMENT OF MARKETABILITY = 7
• 2.1 Appointment of lead advisor = 7
• 2.2 Preliminary review of the target = 8
• 2.3 Appointment of the project team = 8
• CHAPTER 3 PREPARING FOR ThE SALE = 11
• 3.1 Planning measures = 11
• 3.2 Shares or assets? = 13
• 3.3 Tax planning on the sale of shares = 17
• 3.4 Tax planning on the sale of assets = 33
• 3.5 Methods of sale = 39
• 3.6 Timing of sale = 41
• CHAPTER 4 MARKETING = 43
• 4.1 General = 43
• 4.2 Preparation of the information memorandum = 44
• 4.3 Approach to prospective purchasers = 45
• 4.4 Confidentiality = 46
• 4.5 Distribution of the information memorandum = 49
• 4.6 Data rooms = 64
• CHAPTER 5 NEGOTIATION PROCESS = 73
• 5.1 Selection of the preferred purchaser = 73
• 5.2 Negotiation process = 74
• 5.3 Response to the purchaser's proposals = 74
• 5.4 Heads of agreement and exclusivity = 79
• 5.5 Response to due diligence enquiries = 82
• Part Ⅱ The purchaser's perspective
• CHAPTER 6 AN OVERVIEW OF THE ACQUISITION PROCESS = 85
• CHAPTER 7 ACQUISITION STRATEGY = 89
• 7.1 Business objectives = 89
• 7.2 Acquisition strategy = 90
• 7.3 The acquisition team = 90
• CHAPTER 8 THE SEARCH PROCESS = 93
• 8.1 Identifying potential targets = 93
• 8.2 Selecting and evaluating potential targets = 93
• 8.3 Approaching potential targets = 95
• CHAPTER 9 NEGOTIATION = 99
• 9.1 The negotiation process = 99
• 9.2 Valuation = 99
• 9.3 Price = 102
• 9.4 Pricing structures = 103
• 9.5 Financing the acquisition = 106
• 9.6 Shares or assets? = 119
• 9.7 Tax issues for the purchaser = 126
• 9.8 Heads of agreement and exclusivity = 128
• CHAPTER 10 DUE DILIGENCE = 131
• 10.1 Introduction = 131
• 10.2 Matters requiring investigation = 133
• 10.3 Forms of due diligence = 180
• Part Ⅲ The acquisition agreement
• CHAPTER 11 GENERAL PRINCIPLES = 191
• 11.1 Introduction = 191
• 11.2 Plain English = 192
• CHAPTER 12 SHARE PURCHASE = 195
• 12.1 Share purchase agreement or offer document? = 195
• 12.2 Share purchase agreement = 198
• CHAPTER 13 BUSINESS TRANSFER AGREEMENT = 247
• 13.1 Introduction = 247
• 13.2 Business transfer agreement = 247
• Part Ⅳ Post-completion
• CHAPTER 14 ANNOUNCEMENTS AND NOTIFICATIONS = 279
• 14.1 Notification of acquisitions falling within the EC Merger Rules to the EC Commission = 279
• 14.2 Notifications = 279
• CHAPTER 15 IMPLEMENTING CHANGES TO THE WORKFORCE = 281
• 15.1 General considerations = 281
• 15.2 Redundancy = 282
• 15.3 Changes to terms and conditions of employment = 283
• 15.4 The implications of TUPE 1981 = 283
• 15.5 Consultation = 284
• 15.6 Changes to the target's board of directors or senior management = 285
• CHAPTER 16 STAMP DUTY = 289
• 16.1 General principles = 289
• 16.2 Share purchases = 289
• 16.3 Business transfers = 290
• Part Ⅴ Special situations
• CHAPTER 17 BUY-OUTS = 295
• 17.1 Introduction = 295
• 17.2 Conflict of interests = 296
• 17.3 Due diligence = 296
• 17.4 Shareholder consent = 298
• 17.5 Financial assistance = 298
• 17.6 Tax considerations = 299
• 17.7 Warrants／disclosure = 300
• 17.8 Assignability of warranty／indemnity claims = 302
• CHAPTER 18 BUYING AND SELLING TECHNOLOGY BUSINESSES = 303
• 18.1 Introduction = 303
• 18.2 Distinguishing features of the sale and pruchase of a technology business = 303
• 18.3 Due diligence = 307
• 18.4 Employees = 311
• Part Ⅵ Precedents
• A Confidentiality letter = 315
• B Data room rules = 323
• C Offer letter - share purchase = 329
• D Offer letter - business transfer = 335
• B Due diligence request = 343
• F Share purchase agreement = 359
• G Limitations on warranty liability = 425
• H Business transfer agreement = 431
• I Disclosure letter = 485
• J Completion agenda = 491
• K Target board minutes = 493
• L Power of attorney = 497
• M Deed of contribution = 501
• Index = 509