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To buy or not to buy?

Debbie King advises companies on due diligence in light of Brexit, the interpretation of the phrase ‘close of business’, and other recent developments in company law

7 February 2017

Due diligence of a target business is key in the decision-making process of any acquisition, helping a potential buyer to decide whether to proceed at all, whether a price adjustment is required, or if any specific risk identified needs to be covered by way of specific warranty or indemnity in the sale and purchase agreement (SPA).

During the period of uncertainty following the EU referendum result, buyers need to consider broadening the extent of their due diligence to include Brexit-related issues such as European-registered intellectual property, foreign employees, and contracts with third parties based in the EU.In connection with any European-registered IP identified, consider whether it would be wise to obtain specific UK registrations. IP licences where the territory of the licence is linked to the EU or the European Economic Area may need to be renegotiated, so as to ensure that all relevant parts of the ...

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