#15683 - Completion - Mergers and Acquisitions (Private Acquisitions)

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

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

2. 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

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

3. 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)

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.

2. Completion day BM

3. 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.

2. Where shares are being issued as consideration:

1. authorised share capital?

2. authority to allot?

3. pre-emption rights?

3. Repeat searches (e.g. insolvency search against S and target)

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

2. B and S exchange/sign contracts

3. S transfers Shares to B

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

• Common seal, register, minute book, and other book kept made up to date of Completion, and each certificate of incorporation/ change of name

• Copy of a letter of resignation of auditors with effect from completion

• Letter executed as a deed by each resigning director/secretary – must acknowledge that they have no claim against the co/subsid for loss of office

• Employment contracts to be entered into for retention of key employees on agreed terms

• Management Accounts

• Copies of:

1. each bank mandate

2. statements of each bank account made up to date not earlier than 2 business days before date of completion

• Title deeds and/or certificates of title relating to property

• Unconditional receipts for rent and other payments due in respect of leasehold property

• Financial records and books of account, customer lists, computer programs, designs, drawings, etc, required by B to run Business.

• Deeds of release of mortgages, charges, guarantees and debentures to which Co/subsid is a party evidencing release and discharge

• Letter from chargeholder to B confirming floating charge in its favour has not crystallised and will not as a result of completion.

• Evidence that co/subsid have been discharged from any responsibility for debts/loans, or for default of performance.

• Signed copies of special resolutions:

1. change of name of company to [new name]

2. change name of subsidiary to [new name]

3. adopt new articles of association in form B requires

4. adopt new articles of association of [subsidiary] in the form B requires

Ensure company's directors:

• approve transfer of shares and vote in favour of registration of B as member of the company in respect of Shares (subject to production of properly stamped transfers)

• change company's registered office to a place nominated by B

• change accounting reference date of company to date nominated by B

• acknowledge resignations of directors/secretaries/auditors

• appoint persons nominated by B as directors/secretary/auditors with effect from end of meeting

• revoke each existing mandate given by company for operation of its bank accounts and pass resolutions contained in new mandates giving authority to persons nominated by B

• approval and authorise company's execution of employment contracts between company and directors

• Agree form of new articles and agree form of resolution

• Circulate written resolution consenting to (1) SPT (2) Service contracts (3) Arts

1. B pays...