This website uses cookies to ensure you get the best experience on our website. Learn more

LPC Law Notes Private Acquisitions Notes

Completion Notes

Updated Completion Notes

Private Acquisitions Notes

Private Acquisitions

Approximately 339 pages

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...

Available here

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:

COMPLETION

Who signs?

(1) Simple contract - orally or if in writing, signed by director or other person with authority on company's behalf

(2) Deed

  1. signed by 2 authorised signatories; or

  2. signed by 1 director in presence of witness; or

  3. company's seal in accordance with articles

  • Deeds required for transfers of land, any charge, power of attorney, releases and variations, appointment of trustees. Often used as evidence of good consideration

  • Certified board resolution (by chairman) approving the transaction and authorising an individual director (or directors) to execute the documents on behalf of the company (or power of attorney).

  • 3rd party can execute documents by power of attorney (if articles permit) which must itself be by deed

Virtual Signing

Preparing signature pages, which are signed in advance and then transferred to the engrossed final form of the document once it is ready for completion.

  1. Counterparts signed by each party

  1. final execution copies e-mailed to all parties and/or lawyers

  2. each party prints and signs Signature page only

  3. each party then returns a single email, attached to:

  1. final version of document

  2. .pdf copy of signed signature page

  1. after signing/closing, final version of the document with copies of the executed signature pages is circulated by lawyers.

  1. Print off and sign signature page from final document

  1. final execution copies e-mailed to all parties and/or lawyers

  2. each party prints and signs Signature page only

  3. each party then returns a single email of:

  1. .pdf copy of signed signature page;

  2. authority to attach it to the final approved version of the document

  1. after signing/closing, final version of the document with copies of the executed signature pages is circulated by lawyers.

  1. Pre-signed signature pages collected before documents finalised

  1. signature pages emailed to parties

  2. signature page executed by each party and returned by email or courier, and held to the order of Signatory until authority is given for it to be attached to the document to be signed

  3. once each document finalised, final version of the document emailed to each party and obtains confirmation that they have agreed the final version of the document and authorising their pre-signed signature page to be attached to the final version,

Will signature of an incomplete deed be sufficient for final version?

  • Signatures on an incomplete draft deed (or contract) cannot be transferred to effectively execute a complete and amended final version.

  • Document to be signed represents a "discrete physical entity at the moment of signing" and the requirement that a party sign an actual existing authoritative version of the contract document gives protection against fraud or mistake (R (on application of Mercury Tax Group Limited) v HMRC)

Steps needed to complete

Completion prep

Seller:

  1. BM to

  1. confirm sale in accordance with directors' duties

  2. approve draft SPA

  3. appoint authorised signatory to execute.

  4. certified copy of this BM's minutes to give to B on completion day.

  1. Completion day BM

  2. General Meeting only where:

  1. consent to SPT

  2. consent to D's service contracts over 2 years

  3. alter articles of association

Buyer:

  1. BM to

  1. confirm purchase in accordance with directors' duties

  2. approve draft SPA

  3. appoint authorised signatory to execute it.

  4. certified copy of this BM's minutes to give to S on completion day.

  1. Where shares are being issued as consideration:

  1. authorised share capital?

  2. authority to allot?

  3. pre-emption rights?

  1. Repeat searches (e.g. insolvency search against S and target)
Completion Day - Procedure and Documents

  1. B and S attend - do they both have authority and are the right people attending?

Seller:

  • S delivers the authority to sign evidencing authority of each person executing documents

  1. certified board minutes for UK

Buyer:

  • B delivers the authority to sign evidencing authority of each person executing documents

  1. certified board minutes for UK/US

  1. B and S exchange/sign contracts

Seller:

  • S delivers Disclosure Bundles in agreed form

  • S delivers any letters of consent to change of control and any specific indemnities

  1. consent from Companies A, B and C

  2. indemnity in respect of costs arising from dispute with XYZ

  • S delivers SPA duly executed by S.

  • Deliver tax deed duly executed by S

Buyer:

  • B delivers SPA duly executed by B

  • Deliver tax deed duly executed by B

  1. S transfers Shares to B

  • Deliver any waiver letters renouncing any rights of pre-emption and release of rights under Arts

  • Deliver executed stock transfer forms and share certificates

  • Deliver power of attorney in agreed form in B's favour which enables B to attend and vote at GMs of the company (this will allow B to act as shareholder in the meantime while waiting for register to be updated. This cannot be updated until SDLT is paid and stamped transfer form)

  • If subsidiaries, certificates of all issued shares in capital of each subsidiary and transfer, in favour of B, all Shares in Subsidiary

Procedure for the transfer of shares

  1. Execution of transfer form

  2. Production of share certificate to company

  3. Payment of SDLT (legal ownership passes on payment of SDLT and registration in the company's register of members)

  4. BM of target to approve the transfer and registration of the new shareholder in the register of members

  5. Issuance of new share certificate

  6. Update company registers

  1. S transfers control of the company – seller...

Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.

More Private Acquisitions Samples