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Due Diligence

Due diligence is the process by which a buyer gathers information about a business which it is interested in acquiring. The process enables the buyer to establish as full a picture of the target business as possible. This will help the buyer to identify any risks associated to the business and also enable [...]

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Share v. Asset Sale

There are two ways in which a buyer can acquire a target business. It can either buy the shares of the company which owns the business and assets (share purchase) or it can buy the business and assets directly from the company that owns them (business purchase).
In a share purchase, all of the company’s [...]

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Disclosure Letter

The disclosure letter is a key document in relation to any business sale (be that a share purchase or a business purchase - click here to see article “Share v. Asset Sale”). It usually takes the form of a letter addressed to the buyer from the seller. It serves two main purposes. The [...]

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Warranties

In the context of a business sale (whether by acquiring shares or assets - click here to see article “Share v. Asset Sale“), warranties are “contractual promises” given by the seller to the buyer. These promises relate to the seller and also to the business being sold and usually include promises with respect to, for [...]

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Buy-outs from receivers

You have been looking at a potential target company for some time and are aware that it is in serious financial difficulties. Do you make an offer now or wait until the company has gone under and make a cut-price offer when a bank has appointed a receiver? Imagine now, that the target company is [...]

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