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:
WARRANTIES
Managing the Risk
S wants to hand over the company to B and retain as little liability as possible.
B wants to keep S on the hook for every conceivable problem/pre-sale liability.
Caveat emptor
B is afforded no statutory protection when acquiring the company and must itself carry out investigations into the company for any defects and potential problems.
Share Sale
All assets and liabilities (hidden or otherwise) automatically transfer to B
Unqualified caveat emptor
Asset Sale
Only specified assets and liabilities are transferred to B
Implied warranties for some assets being transferred by virtue of Sales of Goods Act 1979 (though these will not address all of B's concerns about Business, and so will be insufficient).
Solutions to shifting Balance of risk? In both a share and asset purchase B will want to:
In response to disclosure, B will:
| In response to the warranties, S will:
|
---|
Basic Contract Law | |
---|---|
Warranties - contractual promise from S about State of the company that it is selling to B as at the date of exchange of SPA. B will want warranties to:
Remedies for breach of warranty As warranties are terms of the contract, then if they prove untrue B will have a remedy against S:
Damages for breach of warranty
The aim of damages is to put the parties in a position that they would have been if the contract had been performed (i.e. had the warranty been true) (difference in value from what was expected) | Joint and Several Liability
Will B want this? YES allows them to sue any seller for the whole amount, easier and more reassuring. Will S want this? NO S won't want this as each S will only want to be responsible for a proportion of the liability. |
Indemnity - contractual promise to reimburse S for a specific and known liability that may arise in the future, normally on a pound for pound basis. Normally only given in response to specific problems where it is agreed S should bear the risk for example:
Why are indemnities better than damages?
When shouldn't S give an indemnity?
| |
Misrepresentation - false statement of fact which induces another party to enter into contract (Misrepresentation Act 1967). 3 types:
B will want to be able to rely on misrep as it will provide different and additional remedies than a warranty claim. | Remedies
|
Warranties | |
---|---|
Who gives the warranties? | Common areas of warranty protection |
Asset sale = Seller Share sale = Corporate shareholder. However, share sales can be more complicated where there are multiple shareholders or institutional/trustee SH This is because:
What about directors?
|
|
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...
Ask questions 🙋 Get answers 📔 It's simple 👁️👄👁️
Our AI is educated by the highest scoring students across all subjects and schools. Join hundreds of your peers today.
Get Started