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LPC Law Notes Private Acquisitions Notes

Material Contracts Reviewed Notes

Updated Material Contracts Reviewed 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...

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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:

PREP TASK MATERIAL CONTRACTS REVIEWED

Name of Document Parties and Date Subject Matter of Contract

Term/

Rights of renewal

 Termination Provisions Change of Control Assignment

Considerations/

Fee Structures

 Other Commitments Governing Law
Supply and Marketing Agreement

YB Foods Limited (“YB Foods”)

And

Garcia Alumbra SPA (“Garcia”)

DATE:

24th March 2011 (first expires 24th March 2014 but automatic renewal)

 Commercial Contract This agreement relates to the supply and marketing of the products of YB Foods Limited and Yoplam SARL in supermarkets operated by Garcia across Spain and Italy 3 year term after which time it will continue unless terminated by three months written notice by either party.

Three months written notice by either party.

Immediate termination rights for both parties in the event of a material breach of any obligation.

 N/A N/A Confidentiality requirements on both parties

- Price of products determined by an agreed formula based on agreed sales levels (details available on request)

- YB Foods to comply with all food and labelling regulations in all jurisdictions where the products are sold and reimbursement to Garcia in relation to any breach of this obligation.

- Garcia to display and storage requirements

 Spanish Law
Supply Agreement

Mayson Plastics Limited (“Supplier”)

And

YB Foods Limited (“YB Foods”)

DATE:

21st April 2011 (first expires 21st April 2015 but automatic renewal)

 Supplier to supply and YB Foods to purchase form supplier EV147 packaging units under the terms of the contract. 4 year term after which time it will continue unless terminated by a six month notice by either party. Six month notice Yes Mayson may terminate the contract on change of Control Confidentiality

- Exclusivity clause, which limits the ability of seller to deal with other.

- There is a minimum purchase obligation.

 English Law
Software Licence Agreement

Ais Limited (“Supplier”)

And

YB Foods

DATE:

9th January 2012 (expires 9th January 2022)

 Supply

10 Years.

(expires 9th January 2022)

 For breach of contract at any time on written notice Yes – Ais can terminate the contract on change of control Yes – the software cannot be assigned without AIS consent. Confidentiality No sub-licensing, assignment, transfer of the license or the software. English Law

Confidentiality Agreement (Task 1 Part 1)

¿Why enter into a written Confidentiality Agreement (“CA”)?

a. Compared to common Law a CA offers: (at CL there is an equity obligation of confidence = there is a relationship quality of confidence + in circumstance when duty of confidence was imposed + and they have used the information to your detriment. This may be an unsatisfactory and vague when the business is at stake)

Seller:

  • Clearly define what information is agreed to be confidential (give certainty)

  • Clarify (set out) the remedies that are available (sometimes this is clearly outlined within the CA)

  • The Seller can monitor the buyer’s procedures for handling the information

  • The seller will be able to recover damages if Buyer breaches the Confidentiality Agreement.

Buyer:

B will seek to reduce restrictions imposed, particularly those with a cost implication. B may prefer that the restriction apply only to the most sensitive info and it may not wish to agree extensive procedures for tracking info in its possession.

b. Need to keep information confidential because:

- S will be expected to provide a wide variety of commercially sensitive information. If the buyer is a competitor, the seller will be particularly concerned about revealing information such as customer lists, important contracts, accounting and business information, industrial secrets, business plans which the buyer may be able to use to its own advantage if the acquisition falls thought. The seller is at most risk and will draft the initial agreement.

- The fact that there may be a potential sale means that:

- Leaking/Releasing confidential info can affect your share price & may disrupt the relationship with customers, clients, employees and future management plans which are commercially sensitive.

- There is no statutory framework to protect the Seller’s confidential information.

- Competitors may use the information to take advantage

c. Buyer's undertakings Non-solicitationof staff:clause 5.2

The restriction on poaching employees in clause5.2 is only likely to be appropriate if B will be talking to the S's key staff as part of the DD process. With a view to increasing the reasonableness of the restriction, theseclauses are limited to protecting the S's senior employees. S should consider if it is appropriate to extend the restriction to a wider pool of employees having regard to the target business and the way the DD process will be handled.

Non-solicitationof customers:clause

If the prospective B is a competitor of S or the target business, the S should consider including a restriction aimed at preventing the prospective B from poaching or otherwise interfering with its customers or clients. It may also be appropriate to extend the B's undertakings to prevent the solicitation of the key suppliers to the target business. It should be limited to customer who have recently dealt with the target (e.g. within previous 12 months). Clauses preventing the disclosure of information after termination can only be effective in relation to highly confidential information or trade secrets Faccenda Chicken Ltd v Fowler 1986 and as long as they do not restrain trade.

Terms to Protect the Seller

General:

  1. The definition of Confidential Information is an important part of the agreement. The seller will want a wide definition but a too wide Confidentiality clause may:

  • restrain trade if the clause is too restrictive,

  • lose the “necessary” quality which should be essential in Confidentiality Clauses. People will take more notice of requirements if they are truly confidential

  • A clause protecting “financial & commercial info” is preferable to...

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