Course description
"Fantastic. Stephen was very engaging and by far the best speaker I have come across"
This in-person seminar considers the complexities and potential pitfalls of transfers of businesses as going concerns, when transfer by way of share-sale agreement is inappropriate. Designed for professionals in private practice and for in-house counsel, the course is a comprehensive overview of the legalities and commercial drivers underlying a typical asset sale agreement.
Over the day, the course covers: heads of terms, memoranda of understanding and letters of intent; structuring the deal; pre-contractual enquiries; the importance of due diligence; the nature and effect of warranties; the disclosure process; and contracts. Advice also covers data protection issues; VAT; apportionment of the price; creditors & liabilities; and tax issues. Examples of specimen warranties demonstrate best practice.
Upcoming start dates
Outcome / Qualification etc.
Training Course Content
Introduction
In circumstances where transfer by way of share sale agreement is inappropriate, this in-person seminar considers the complexities and potential pitfalls of transfers of businesses as going concerns. Designed for professionals in private practice together with In-House Counsel, this course will provide you with an overview of the legalities and commercial drivers underlying a typical asset sale agreement together with the ancillary documents.
What You Will Learn
- General Introduction, Heads of Terms, Memoranda of Understanding and Letters of Intent
- Data Protection issues
- Structuring the Deal: Assets or Share Sale?
- Questionnaires and Pre-contractual Enquiries
- The Importance of Due Diligence
- The Nature and Effect of Warranties
- Protecting the Vendor and the Disclosure Process
- VAT Issues
- Apportionment of the Price
- Stock and Work-In-Progress
- Contracts Relating to the Business and Assets subject to Lease
- Restrictive Covenants and Post Termination Restrictions
- The Treatment of Book Debts
- Creditors & Liabilities
- Stamp Duty and Stamp Duty Land Tax
- Dealing with Computers and IT Issues
- Examples of Specimen Warranties
Expenses
MBL Seminars Limited
MBL is a leading learning and development provider for professional service firms. Over the past 18 years, more than 198,000 people across 23,000 different organisations spanning 81 countries, have chosen us to deliver their training. With over 800 expert speakers...