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Structured to reflect the process in practice, this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions.
From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice.
The 12th edition has been updated to include:
- Merger law changes in the Digital Markets
- Competition and Consumers Act 2024
- Company law changes in the Economic Crime and Corporate Transparency Act 2023
- Changes to taxation, including capital gains tax on business sales
The book includes case law such as:
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MDW Holdings Limited v James Robert Norvill, Jane Rosemary Norvill and Stephen John Norvill [2022] EWCA Civ 883 (deceit and warranties on sale of a business)
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BTI 2014 LLC v Sequana SA [2022] UKSC 25 (directors' duties)
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Secretary of State for Business and Trade v Barnsby [2023] EWHC 2284 (Ch) (directors' liability)
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Decision Inc Holdings Proprietary Ltd v Garbett [2023] EWHC 588 (Ch) (warranties)
It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work.
This title is included in Bloomsbury Professional's Company and Commercial Law online service.
List of contents
Part I: The Seller's Perspective
Chapter 1: An overview of the sale process
Chapter 2: Assessment of marketability
Chapter 3: Preparing the sale
Chapter 4: Marketing
Chapter 5: Negotiation process
Part II: The Purchaser's Perspective
Chapter 6: An overview of the acquisition process
Chapter 7: Acquisition strategy
Chapter 8: The search process
Chapter 9: Negotiation
Chapter 10: Due Diligence
Part III: The Acquisition Agreement
Chapter 11: General principles
Chapter 12: Share purchase
Chapter 13: Business transfer agreement
Part IV: Post-completion
Chapter 14: Announcements and notifications
Chapter 15: Implementing changes to the workforce
Chapter 16: Stamp duty
Part V: Special Situations
Chapter 17: Buy-outs
Chapter 18: Buying and selling technology businesses
Part VI: Precedents
About the author
Susan Singleton is a solicitor with her own London commercial firm of solicitors, Singletons (www.singlelaw.com) which advises a large range of UK and international clients on business law with particular emphasis on commercial, IT/IP, corporate, data protection, competition law and contracts including some litigation. Author of 33 law books and contributor to 52 more, she writes regularly on legal matters for a variety of publications. She has given about 1700 legal courses/lectures since 1990 in 16 countries i.e. in the UK, Austria, Belgium, Dubai, France, Germany, Holland, Hungary, Iran, Ireland, Nigeria, Spain, Sweden, Switzerland, Trinidad and Turkey. She publishes nine subscription legal newsletters acquired from Informa including - IT Law Today, Corporate Briefing, Pensions Today and Finance and Credit Law. She practised first at London law firms Slaughter and May and Bristows before founding her own firm in 1994. She sat on the Direct Marketing Authority for 5 years and was Vice Chairman of the Competition Law Association. In 2020 she was one of the Society of Computers and Law Female Tech Law Heroes. A mother of five (her daughters both qualified as solicitors in 2011/12, her oldest son avoided the law and her twin sons are due to qualify as solicitors in 2024) in her spare time she plays the piano, sings and tends her garden. She has three grandchildren. She is past Chairman of Pinner Hill Residents Association and until recently enjoyed her own island in Panama. She can be followed on twitter at singlelaw.
