Bloomsbury Professional, 2011, £126.50
This is the eighth edition of a well-established publication on the commercial selling and buying of private companies and businesses, and is aimed at solicitors, in-house lawyers, accountants and other financial advisers. It is a comprehensive and practical book, divided into six parts covering all relevant aspects of this topic which would need to be addressed by practitioners, including tax considerations.
The first part usefully deals with the sale of private companies and businesses from a seller’s perspective. The second part refers to points that the purchaser should address, and includes a chapter on matters requiring investigation in effecting due diligence. A suitable due diligence precedent is included.
The remaining parts of the book deal with an appropriate acquisition agreement, pointers to be considered post completion, and special situations that might arise, such as institutional and management buy outs. Key points are addressed relating to the sale and purchase of technology businesses and issues relating to handling intellectual property rights. There are checklists and summaries within the text to aid the reader.
The requirements relating to environmental legislation, which might impinge upon sale and purchase transactions are referred to in the due diligence chapter and elsewhere in the text. There is also a useful chapter on implementing changes to the workforce and implications of the Transfer of Undertakings (Protection of Employment) Regulations.
The precedents are downloadable from a CD accompanying the book. Besides the precedent on due diligence, other precedents include a share purchase agreement, a business transfer agreement, a disclosure letter and a completion agenda.
This edition reflects and incorporates implementation of the Companies Act 2006 and case law changes. Likely future competition law and tax law changes are mentioned in the preface. The law in this publication was as stated at 1 May 2011.
Also, as anticipated, the Department for Business, Innovation and Skills has, in March 2012, announced intended reforms of the competition law regime, with the proposed merger of the Office of Fair Trading and the Competition Commission, to create a single body, the Competition and Markets Authority.