- Intermediate/Introductory *6 hours CPD
There are many reasons why acquiring a business from a vendor limited company should not proceed by way of a share sale agreement. Many businesses are transferred by sole traders or partnerships as a transfer of business as a going concern (TOGC) and such transfers are fraught with difficulties.
This course is aimed at general corporate and commercial practitioners who have to deal with the complexities and potential pitfalls of buying or selling a business and provides an overview of the legal and commercial thinking behind the provisions of a "typical" asset sale agreement and ancillary documents.
Topics include:
- Pre drafting considerations: heads of agreement, confidentiality, exclusions and data protection
- Types of business acquisition
- Mechanics of the asset sale of a business:
- Questionnaires
- Forms of Due Diligence
- The Asset Agreement
- Exclusion of Certain Assets
- Warranties and Disclosures
- Effective Limitation Clauses
- The Disclosure Letter
- Restrictive Covenants: reasonableness and severance and protecting goodwill
- VAT considerations relating to TOGC
- Employee pitfalls and the importance of due diligence and retentions
- Common Issues in Business Transfer Agreements:
- Novation and assignment of contracts
- Misrepresentation
- Apportionment of the purchase price
- Intellectual Property