LPC Law Notes > Cambridge And Oxilp And College Of Law LPC Law Notes > Private Acquisitions Notes
Signing Completion Notes
This is a sample of our (approximately) 6 page long Signing Completion notes, which we sell as part of the Private Acquisitions Notes collection, a Distinction package written at Cambridge And Oxilp And College Of Law in 2017 that contains (approximately) 339 pages of notes across 85 different documents.
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Signing Completion Revision
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Workshop 6
Risk Allocation What
The Buyer Wants
The seller Wants
Compromise
Right to withdraw
The buyer wants to include a contractual right to withdraw form the purchase if a major problem occurs prior to completion. The amount of protection given to the buyer often depends on the original reason for imposing the condition
If the conditions is a requirement of the buyer, such as the need for shareholder approval on their part, then the seller may justifiable argue that the buyer should assume the risk of any delay
Agree to terminate automatically without any liability attaching to either party
Reasonable steps to satisfy the condition
Wants to impose the most onerous form "best endeavours"
Wants least onerous form "reasonable endeavours"
"all reasonable endeavours"
Long-stop date to satisfy the condition
(if B has to complete the condition it will want it waved)
(if S has to complete the condition it will want it waved)
Agree to terminate automatically without any liability attaching to either party
Closing Agenda(Workshop Task Part 1) Closing agenda:Having a list of what you need from whom is the essential part of the Closing Agenda, the right version of documents should be used and two copies should be made for each document.
Things to be deal with prior to exchange:
Transfer of Land Banking Arrangements and Debts Pensions
Documentation that needs to be signed and exchanged:
The SPA Tax Deeds
Documentation that needs to be handed over:
Share Transfer Form Share Certificate Disclosure documentation Letter of consent (with respect to those contracts where there is a change of control clause) Title over the Properties IP indemnity format
Workshop 6
An opinion by the local counsel
Completion Board Meeting:
This will be the Target Company's Board Meeting Approve the share transfers Appointment of Directors Acceptance of resignation of auditors Acceptance of resignation of Directors and Secretaries Approve the change of articles. Resolve to call a GM/circulate a WR
Workshop Task Part 2 See Points to Note and Note for WS (5)&(6)
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