Category: Sale and Purchases

Overview The two principal means of acquiring a business are by way of an asset or share purchase.  An asset purchase may involve the purchase of some or all the assets of a business, usually without the assumption of  historical liabilities. In the case of a share purchase, the company is purchased with all assets […]

Share Purchase v Asset Purchase issues Where a company sells shares or assets held other than as trading stock (held as an investment), it is liable for corporation tax on the chargeable gain. A personal shareholder may in turn suffer income tax or capital gains tax on dividends paid out to him. This is not […]

Heads of Agreement, Confidentiality and Exclusivity It is common for “heads of agreement” or “heads of terms” to be entered at an early stage in a share purchase or asset purchase transaction. The expressions mean much the same thing and refer to a non-binding agreement in principle. The heads usually set out the principal terms […]

Parties The forms of share purchase agreement used in England and Wales are broadly similar to those used in Ireland. Typically the share purchase agreement (SPA) is entered between a buyer and seller of the share capital of a target company.  The seller’ parent company or an additional independent person may be required as a […]

Initial Phase An asset agreement will usually be preceded by non-binding heads of terms which will deal with the agreement in principle, the process of due diligence and disclosure.  The heads of terms should cover the outline deal and will not usually be binding. Confidentiality and exclusivity obligations may be contained in separate agreements or […]

Overview Share Purchase Agreements (SPA) will almost invariably contain warranties and indemnities by the sellers. They will typically make up more than half the share purchase agreement and much of the negotiation process. A purchaser takes a company with all of its assets and liabilities within it. There are a significant range of risks and […]

Accounts A buyer will generally have agreed in principle to purchase the target company on the basis of audited accounts and financial statements.   It is almost invariably warranted that the accounts give a “true and fair view” of the company. This is the formulation which auditors must sign off on under the Companies Act legislation.   […]