Beswick and Wine: Buying and Selling Private Companies and Businesses

The ninth edition of this well established book adopts a practical approach, considering both the vendor's and seller's perspective and providing the practitioner with a step-by-step guide to all the legal, taxation and commercial issues involved in buying and selling private companies and businesses. It includes check-lists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying CD-ROM containing all the precedents in the work. As most acquisitions in the UK are largely private sales, the companies expressed to be bought or sold in the book are unquoted; and limited by shares and incorporated under the Companies Acts; and private. As the sale and purchase process varies depending upon the identity of the party initiating it the book covers the sale process from the seller's perspective (Part I) and covers the acquisition process from the purchaser's perspective (Part II) as well as looking at the acquisition agreement (Part III), post-completion (Part IV) and special situations (Part V). It also contains precedents on a CD-ROM (Part VI) including data room rules; an offer letter; share purchase; an offer letter business transfer; a due diligence request; completion agenda; a disclosure letter. The ninth edition has updated to reflect the following changes in the law relevant to those buying and selling businesses including: Changes to competition law in the Enterprise and Regulatory Reform Act 2013 ; Case law on business sales, indemnities and warranties; Tax rates and changes including entrepreneurs' relief and the most recent Finance Acts; Relevant EU law changes in the areas of company law and data protection.

Table of Contents:
Part I The Seller's Perspective Chapter 1 An overview of the sale process Chapter 2 Assessment of marketability Chapter 3 Preparing for 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 work force Chapter 16 Stamp duty Part V Special Situations Chapter 17 Buy-outs Chapter 18 Buying and selling technology businesses Part VI Precedents Precedent A – Confidentiality letter Precedent B – Data room rules Precedent C – Offer letter: share purchase Precedent D – Offer letter: business transfer Precedent E – Due diligence request Precedent F – Share purchase agreement Precedent G – Limitations on warranty liability Precedent H – Business transfer agreement Precedent I – Disclosure letter Precedent J – Completion agenda Precedent K – Target board minutes Precedent L – Power of attorney Precedent M – Deed of contribution

About the Author :
Susan Singleton runs her own solicitors firm in London and is an author of over 30 books. She advises on shareholder agreements and joint ventures on a regular basis. Her clients range from major plcs and institutions to small start-up businesses from all over the world.

Review :
It would be a very brave, very confident or very reckless lawyer who did not have this book alongside when undertaking either a sale or a purchase of a private company for a client. It is a magisterial work...The ninth edition of this essential work can be unreservedly recommended.