What Are Warranties And Indemnities?
Warranties and indemnities are key contractual mechanisms in any complex or high value commercial transaction, especially in the context of sale and purchase agreements (SPAs). The following guide outlines the use of warranties and indemnities in SPAs, comparing the key differences and examining how these types of clauses can be enforced through the courts. We […]
Share Purchase Agreements Explained
A share purchase agreement (SPA) is a formal agreement, or contract, that sets out the terms and conditions relating to the sale and purchase of shares in a company. A SPA is designed to transfer and assign shares of stock to the buyer, and therefore part or complete ownership. The share purchase agreement represents the […]
UK Takeover Code
The conduct of takeovers and mergers of UK public companies — and, in certain cases, private companies — is regulated by the City Code on Takeovers and Mergers (the ‘Takeover Code’). Issued and administered by the Panel on Takeovers and Mergers (the ‘Panel’), the Takeover Code or City Code embodies the principles and rules in […]
Sale and Purchase Agreement
Sale and purchase agreements are crucial documents when it comes to selling a company or company stock, or any other high value business assets. Ensuring that the agreement reflects and protects your business interests, as either a buyer or seller, is paramount to a smooth and successful outcome. Below we look at what these types […]
Heads of Terms Agreement
When selling or buying a business or corporate entity, or entering into any other complex sales transaction, the sale process will typically involve several stages, including preparation of agreed Heads of Terms. In this guide, we explain what a Heads of Terms Agreement is, and when and why these types of agreements are used. We […]
UK Financial Services Regulation Guide
Regulation of the UK’s financial services sector is vital in ensuring fair competition and protecting consumer interests and rights. This guide provides an overview of financial services regulation in the UK, from who is responsible for UK financial regulation, to which organisations are regulated and the potential consequence for organisations of failing to comply with […]
Non Disclosure Agreements: How to Use NDAs
A non disclosure agreement in the course of business expressly prohibits the disclosure or use of proprietary information without permission. It is a legal contract by which one or more parties agree not to disclose confidential information as a necessary part of doing business together. Non disclosure agreements are also commonly referred to as confidentiality […]
How to Buy a Business (Brief Guide!)
Buying a private, limited company can bring many challenges. This makes it important to understand the process of how to buy a business to help navigate each of the stages. In this guide, we outline the key points to consider when deciding if buying a business is right for you, and the stages of the […]
Disqualification of Directors Explained
Directors of limited companies have to meet a number of legal duties. You can face disqualification from acting as a director if you have failed to meet these legal responsibilities by participating in unfit conduct, or wrongful or fraudulent trading. What are a director’s legal responsibilities? The Company Directors Disqualification Act 1986 is the primary legislation […]
What is Insolvency?
When financial hardship hits your business, and you are forced to consider closing down, working out what to do next can be overwhelming. Understanding the fundamentals behind what insolvency is, what the process entails and what it means for the future of your business can help you to navigate this complex situation. The process of […]
Partnership Agreement (Terms to Include)
Before entering into a business partnership, you should ensure the terms of the partnership are agreed and documented. Written partnership agreements are typically complex documents, containing a broad range of terms and clauses to cover all manner of eventualities which may not seem conceivable in the early days of the business, but a well-drafted agreement […]