Legal Precedents

Exclusivity letter—private M& A—share purchase Strictly private and confidential To: [ Insert potential seller name ] [ Insert potential seller address ] FAO: [ Insert name of relevant contact at the potential seller ] Date: [ insert date ] Dear [ Insert name of relevant contact at the potential seller ], Proposed acquisition of the entire issued share capital of [ insert target company name ] Limited (the Company) from [ insert seller name ] (the Seller) 1 Introduction Further to our recent conversations regarding the proposed purchase by [ insert buyer name ] (or another member of its group of companies) (the Buyer) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, together, they are the...

The directors [ Insert name of company ] ([ Company]) [ Insert address ] [ Insert date ] Dear [ Directors ], General notification of interest in a proposed transaction or arrangement In line with section 185 of the Companies Act 2006 [ , OR and ] and for the purposes of section 177 of the Companies Act 2006 [ and article [ insert article ] of the Company’s articles of association ], please accept this as formal notice that I hold an interest as [ a member OR an officer OR an employee OR [ specify other ] ] in [ specify body corporate or firm ]......

Completion checklist/list of documents—private M& A—asset purchase [ Acquisition OR Sale ] of [ insert name/description of target business ] Schedule of documents for completion: transfer of the business of [ insert business description ] owned by [ insert seller name ] to [ insert buyer name ]. Definitions Buyer • denotes [ insert name ] Limited Seller • denotes [ insert name ] Limited Buyer’s Solicitors • denotes [ insert name ] LLP/ Solicitors Seller’s Solicitors • denotes [ insert name ......

Transitional services agreement—private M& A—asset purchase This Agreement is entered into on [ insert day and month ] 20 [ insert year ]. Parties [ Insert name of party ], incorporated in England and Wales with registered number [ insert company number ], whose registered office is situated at [ insert address ] (the Supplier); and [ Insert name of party ], incorporated in England and Wales with registered number [ insert company number ], whose registered office is situated at [ insert address ] (the Recipient), [ (each of the Supplier and the Recipient is a Party and, together, the Supplier and the Recipient are the Parties). ] Background The Recipient has acquired the Business from [ the Supplier OR [ insert seller name, if the Supplier is not the seller ] ]. The Supplier has agreed, on the terms and conditions set out in this Agreement, to provide certain...

Heads of terms—private M& A—asset purchase Strictly private and confidential To: [ Insert potential seller name ] [ Insert potential seller address ] (the Seller) FAO: [ Insert name of relevant contact at the potential seller ] Date: [ insert date ] SUBJECT TO CONTRACT Dear [ Insert name of relevant contact at the potential seller ], Proposed acquisition of the business of [ insert description of the business to be acquired ] (the Business) and assets (the Assets) of [ insert potential seller name ] (the Seller) Introduction Following our recent discussions, this letter details the key terms and conditions on and subject to which we, [ insert buyer name ] or another member of our group of companies (the Buyer), intend to acquire the Business and the Assets from the Seller (the Proposed...

General notification of interest in an existing transaction or arrangement To the Directors [ Insert name of company ] [ ( Company) ] [ Insert address ] [ Insert date ] Dear [ Directors ], [ Pursuant to section 185 of the Companies Act 2006 [ , OR and ] for the purposes of section 182 of the Companies Act 2006 [ and article [......

Declaration of interest in a proposed To the directors at [ Insert name of company ] ([ Company]) [ Insert address ] [ Insert date ] Dear [ Directors ],......

Disclosure letter—private M& A—asset purchase [ TO BE PRINTED ON THE seller's headed notepaper ] For the attention of [ insert buyer contact name ] [ insert buyer name ] [ insert buyer address ] [ insert day and month ] 20[ insert year ] Dear [ insert buyer contact name ], Sale of the business of [ insert description of the target business ] carried on by [ insert seller(s) name ] (the Business) We write regarding the sale and purchase of the Business under an agreement (the Agreement) to be executed today, between [ insert seller(s) name ] (the Seller[s]) and [ insert buyer name ] (the Buyer). Unless the context indicates otherwise, terms and expressions defined in the Agreement shall have the same meanings in this letter......

Legal due diligence commercial contract review template—private M& A—share purchase Project [ insert project name ] commercial contract review File title: Data room index: Assessed by: Assessment date: Post‑review actions / notes: Overview of contents: Counterparties Date of agreement Summary of document and principal terms Term / duration Price / consideration and payment Transfer / novation / delegation / sub‑contracting Events of termination / default Change of control Continuing warranties and representations Continuing indemnities Guarantees / pledges / letters of credit, etc. Liability caps and exclusions Confidentiality Restrictive covenants Third‑party rights Governing law and jurisdiction Properly executed? Count and type of schedules and appendices Variations / amendments (note any oral or undocumented, if known) Any unusual or...

1 Declaration of interests 1.1 The Chair drew the Meeting’s attention to: a declaration of interest by written notice from [ insert name of director ], dated [ insert date of notice ], submitted and circulated to the other directors in accordance with section 184 of the Companies Act 2006 (the CA 2006), which the Chair noted was to be treated as part of the Meeting’s proceedings; and/or a declaration of interest by general notice from [ insert name of director ], dated [ insert date ], made and given to the other directors in accordance with section 185 of the CA 2006, which the Chair......

Legal due diligence commercial contract review template—private M& A—asset purchase Project [ Insert project name ] commercial contract review Document name: Data room reference: Reviewed by: Review date: Follow‑up instructions and comments after review: Summary of contents Contracting parties Date of agreement Document overview and key terms Term Payment terms / consideration Assignment / novation / delegation / sub‑contracting Termination / default events Change of control clause Warranties and representations that survive Indemnities that survive Guarantees / pledges / letters of credit, etc Liability limits and exclusions Confidentiality Restrictive covenants Third‑party rights Governing law and jurisdiction Duly executed? Count and type of schedules / appendices Variations / amendments (incl. any oral/undocumented, if known) Any unusual / onerous terms Any omissions Material changes to implement......

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of selling corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], under number [ insert registered number ], with its registered office at [ insert address ] ( Seller); and [ insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], under number [ insert registered number ], with its registered office at [ insert address ] ( Buyer) [ (each of the Seller and the Buyer is a Party and, together, the Seller and the Buyer are the Parties). ] BACKGROUND The Seller presently conducts the Business [ under the Business Name ]. The Seller has...

Ordinary resolution: That the directors be empowered to sanction matters that could create, or may already involve, actual or possible conflicts of interest......

Every company director owes a series of duties to the company to which they are appointed. Many of these obligations have been fashioned by the courts over hundreds of years. The core directors’ duties are set out in statute in sections 171 to 177 of the Companies Act 2006 ( CA 2006). This briefing is intended to give you—the directors [ and the company secretary ] of [ insert company name ] [ Limited OR PLC ] (the Company)—an overview of the general duties contained in the CA 2006 and to offer practical guidance to help you comply with them. A director’s failure to adhere to any of the general duties may have potentially serious consequences for that director. This briefing does not provide legal advice, and legal advice should be sought on any specific issues that arise in relation to...

This Agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ Insert name of first shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] ( Party A); and [ Insert name of second shareholder ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] ( Party B), each of Party A and Party B being a Party and, together, Party A and Party B are the Parties. Recitals ( A) The Parties intend to commence negotiations concerning a proposed joint venture to [ insert purpose of joint venture ] (the Joint Venture). ( B) To explore, discuss, assess and negotiate the proposed Joint Venture (the Purpose), the Parties will mutually...

Board minutes—private M& A—share purchase—completion—target Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes from a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Convened at: [ insert place of meeting ] Conducted on: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ] In attendance [ [ Insert name of anyone in...

Legal due diligence questionnaire—private M& A—asset purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] (the Buyer) of [ insert description of the business to be acquired ] (the Business), as a going concern, together with specified assets used within the Business, from [ insert seller name ] (the Seller) (the Proposed Acquisition). Its purpose is to equip the Buyer, the Buyer’s solicitors and other professional advisers with the legal information the Buyer requires to support the valuation of the Business and to advance negotiations for the Proposed Acquisition. Kindly respond to every question in full. Set out your replies in italics immediately beneath each question and provide copies of all relevant documents, ensuring that each answer and document is clearly labelled by reference to the corresponding paragraph of this...

Confidentiality letter—private M& A—share purchase—corporate seller Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Proposed acquisition of [ insert target company name ] Limited 1 Introduction 1.1 We write further to our recent dialogue regarding the contemplated disposal by [ insert seller name ] (the Seller) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] in [ insert target company name ] Limited (the Company) (the Sale Shares) to [ insert buyer name ] (or an entity within its group of companies) (the Buyer) (the Proposed Acquisition). The Seller and the Buyer are each a party and, together, the parties......

Disclosure letter—private M& A—share purchase [ TO BE PRINTED ON THE seller’s headed notepaper ] For the attention of [ insert buyer contact name ] [ insert buyer name ] [ insert buyer address ] [ insert day and month ] 20[ insert year ] Dear [ insert buyer contact name ], Sale of [ the entire issued OR a substantial part of the ] share capital of [ insert company name ][ Limited] (the Company) This correspondence concerns the sale and purchase of [ the entire issued OR a substantial part of the ] share capital of the Company, pursuant to an agreement (the Agreement) due to be executed today between [ insert seller(s) name(s) ] (the Seller[s]) and [ insert buyer name ] (the Buyer). Unless the context requires a different interpretation, words and expressions defined in the Agreement shall carry the same meanings in this letter......

This Agreement is hereby entered into on [ insert day and month ] 20 [ insert year ] Parties [ Insert name of party ] incorporated in England and Wales with registered company number [ insert company number ] whose registered office is at [ insert address ] (the Supplier), and [ Insert name of party ] incorporated in England and Wales with registered company number [ insert company number ] whose registered office is at [ insert address ] (the Recipient), and [ (each of the Supplier and the Recipient being a Party and, together, the Supplier and the Recipient are the Parties) ] . Background ( A) The Recipient has acquired the Business from [ the Supplier OR [ insert seller name, if the Supplier is not the seller ] ] [ as part of OR by way of ] an intra-group...