Buying & Selling a Private Company in the ROI - A Boxset

Introduction

Presented by expert speaker John Darby, this introductory level box set will provide an insight into the various legal issues and considerations in buying and selling private companies in Ireland.

Delivered in bite-sized 30-minute sessions, John will explore the different types of issues that arise, the anatomy of the Share Purchase Agreement and the Asset Purchase Agreement and the appropriate negotiation positions to take when acting for the purchaser and for the seller.

Agenda

The modules covered are as follows:

Module 1: Share Purchase v Asset Purchase

• Key determinants in deciding whether to structure a transaction as a share purchase or asset purchase
• The key differences between a share purchase and an asset purchase
• Impact of European Communities (Protection of Employees on Transfer of Undertakings) Regulations

Module 2: Conditions Precedent

• The different types of conditions precedent which may be required in the Share Purchase Agreement
• The importance of the Long Stop Date
• The types of co-operation to be expected from the parties in satisfying the Long Stop Date

Module 3: Warranties

• The types of warranties to be given in Share Purchase Agreements and Asset Purchase Agreements
• The provisions concerning the warranties
• The limitations placed on the warranties
• The qualification of the warranties

Module 4: Disclosures

• General Disclosures
• Specific Disclosures
• The meaning of full and fair disclosure

Module 5: Indemnities

• Drafting indemnities
• The limitations place on the indemnities

Module 6: Consideration

• Completion Accounts
• Lock-Box Completion
• Contingent Consideration

This webinar was recorded on 26th April 2024