Asset Sales & Purchases - Dealing with the Complexities & Pitfalls

Introduction

In circumstances where transfer by way of share sale agreement is inappropriate, this in-person seminar considers the complexities and potential pitfalls of transfers of businesses as going concerns. Designed for professionals in private practice together with In-House Counsel, this course will provide you with an overview of the legalities and commercial drivers underlying a typical asset sale agreement together with the ancillary documents.

What You Will Learn

• General Introduction, Heads of Terms, Memoranda of Understanding and Letters of Intent
• Data Protection issues
• Structuring the Deal: Assets or Share Sale?
• Questionnaires and Pre-contractual Enquiries
• The Importance of Due Diligence
• The Nature and Effect of Warranties
• Protecting the Vendor and the Disclosure Process
• VAT Issues
• Apportionment of the Price
• Stock and Work-In-Progress
• Contracts Relating to the Business and Assets subject to Lease
• Restrictive Covenants and Post Termination Restrictions
• The Treatment of Book Debts
• Creditors & Liabilities
• Stamp Duty and Stamp Duty Land Tax
• Dealing with Computers and IT Issues
• Examples of Specimen Warranties