LPC Law Notes Private Acquisitions Notes
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
The following is a more accessible plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
Buyer or Seller Friendly Clauses
Buyer Friendly
Reliance on representations
Buyer able to claim under misrepresentation for any representations or statements made in the agreement
Ability to bring a tortious claim where damages are more favourable to the buyer and there is the ability to rescind the contract
Contract damages put the claimant in the position he would have been in had the contract been properly performed
Tort damages put the claimant in the position he would have been in had the harm not occurred – i.e. if the claimant had not entered into the contract – and there is no need to mitigate loss. Can also rescind the contract
Need to prove inducement and reliance though
Difference
If the correct market value for the company was paid it makes no difference if action is bought in tort or contract
If the claimant gets a good bargain then he would have suffered no loss and so will be unable to claim in tort. In contract can claim for loss of bargain
If purchase was a bad bargain – claimant paid more for the company than it was actually worth – then will be better to claim in tort
No Entire Agreement clause
Omission of this clause allows buyer to claim misrepresentation for statements made outside the agreement; including oral statements
Include rescission as a remedy
Allowing buyer to terminated the agreement after Completion and not just sue for damages
Sellers Jointly & Severally
Buyer wants to be able to sue any seller for the whole amount
Will be the seller’s problem to sort out apportionments of sums owed
Represent & Warrant
Buyer wants the widest possible range of remedies including misrepresentation
Full & Fair disclosure…with sufficient details to identify the nature and scope of the matter disclosed
Including a high standard of disclosure for the seller to achieve
New Hearts wording
Want the seller to provide the buyers will all information
Farin
“save as disclosed” – disclosure must be fair
It is not enough to leave it to the buyer to decipher the problem from a large bundle of documents
Buyer should never accept wording less than New Hearts
Statements will be true at completion
Protection of the buyer in the period between exchange and completion
True and accurate and not misleading
Buyer does not want an onerous burden of investigation
This statement flushes out information
Into the Group Companies
Disclosure is required for the whole undertaking
Actual knowledge clause
Except in relation to matters fully & fairly disclosed in the Disclosure Letter, none of the Warranties shall be treated as qualified by any actual, imputed or constructive knowledge, on the part of any member of the Purchaser’s Group or any agent or adviser of any such member and no such knowledge shall prejudice any Warranty Claim or operate so as to reduce any amount recoverable
Limits qualification on warranties to what has been specifically disclosed in the Disclosure letter
Seller Friendly
No inclusion of representations
Buyer accepts that it has not relied on any representations and therefore reduces its ability to bring a tortious claim
Buyer can only bring a contract claim and therefore has no ability to rescind the contract
Buyer also has a duty to mitigate their loss
Damages can only to put them in the position they would have been in had contract been properly performed
Best for seller to...
Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
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