LA0850 - SALES AND ACQUISITIONS

Main Text
M Denicola: Acquisitions, CLP

Supplementary Reading
S Beswick: Buying and Selling Private Companies And Businesses, Butterworths
W Knight: The Acquisition of Private Companies & Business Assets, Sweet and Maxwell
Ed. Kane & Sinclair on warranties and Indemnities
L Ashman On Share & Asset Sales, Sweet & Maxwell
Tolleys Purchase and Sale of a Private Companys Shares, Nexis/Lexis

Other sources of information:
Practical Law Company Corporate Law website

E-LEARNING PORTAL (Blackboard) has links to a number of related websites of either general or specialist interest

The course consists of four main elements as set out below.

Element 1: Buying and selling businesses and companies

Students should develop a knowledge and understanding of the law involved in buying and selling businesses and companies which includes consideration of;

1. the mechanics of a sale and purchase;
2. the roles of the various advisers;
3. the practical and commercial issues relevant to the client (whether buyer or seller) and the client’s objectives;
4. the differences between an asset sale, business sale and share sale;
5. the drafting, review, amendment and negotiation of a sale and purchase agreement;
6. the effect of a sale on employees;
7. the tax and pension implications of a sale;
8. standard warranties and indemnities,
9. specific factors to consider when sale/acquisition is by way of auction; and
10. the factors which will influence the type of consideration payable for the sale/ acquisition.

Element 2: Public companies and areas of law which are particularly relevant to them on the purchase

Students should develop an understanding of the law and regulation involved when public companies are involved, this includes;

1. a comparison of public and private companies;
2. understanding the application of the city code and listing rules;
3. consideration of the rules on financial assistance and financial promotion;
4. identification of potential conduct issues and the application of the city code to solicitors;
5. the notification of share interests;
6. directors’ powers and duties;
7. allotment of shares; and
8. the continuing obligations for listed companies.

Element 3: Takeover offers and schemes of arrangement

Students should develop an understanding of the differences in law and practice involved in structuring an acquisition by way of a takeover offer or a scheme of arrangement. They should be able to;

1. discuss the advantages and disadvantages of the two takeover structures;
2. understand the timetabling implications of each takeover structure;
3. understand the application of the city code to both types of structure, and understand other regulatory issues arising;
4. appreciate the client’s objectives and the current commercial environment to evaluate how each structure would meet/fall short of these objectives; and
5. discuss the procedure and documentation relevant to each structure;


Element 4: An introduction to corporate group structures and corporate tax matters

This element includes an examination of the factors leading to the establishment of corporate groups and the associated tax and accounting implications for the group.

This elective aims to:

provide students with a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business;

introduce the students to the legal, commercial and tax implications of corporate finance within the context of a private acquisition of a company;

introduce students to the tax and accounting implications of corporate group structures;

develop students skills of legal research, including use of information technology;

develop students skills of analysis, including critical analysis; and

increase students confidence in oral communication.

It is also designed to enable students to further develop:
practical legal research and drafting skills acquired during Stage 1;
negotiation skills;
an appreciation of the financial and commercial constraints on commercial clients’s and how they influence the role of the solicitor

On completion of the Sales and Acquisitions elective, students should have a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business and should develop commercial awareness.

At the end of the course, students should:

1. Be able to understand the structure of a sale and purchase;

2. Be able to identify the significant differences between the two methods of acquisition;

3. Be able to analyse the role of the various professional advisers involved in the acquisition process;

4. Be able to understand and advise upon issues specifically relating to the buyer and the seller;

5. Be able to identify any parts of a draft sale/purchase agreement which will adversely affect their client;

6. Be able to draft, amend, review and negotiate a standard sale and purchase agreement;

7. Be aware of the employment implications of an acquisition/sale;

8. Be aware of the sources of funding open to private and public companies when acquiring private companies;

9. Be aware of the wider regulatory implication of buying and selling private companies for public limited companies;

10. Be aware of and capable of advising on any conduct issues arising in the context of sales and acquisitions; and

11. Be aware of the factors leading to the establishment of corporate groups and the associated tax and accounting implications

Business Law and Practice – General Practice/Commercial Route

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This module will be delivered through a combination of large and small group sessions, directed learning and independent learning.

Use of large group sessions
These will be delivered to the entire module cohort and will be used mainly to introduce students to the main principles of acquisitions and corporate finance. Matters of current topical interest will be raised where possible.

Use of small group sessions
The small group sessions will be used to expand upon the material covered in the large group sessions, and will enable the students to apply the knowledge to realistic case studies. They will also provide a forum for detailed and critical analysis of case law, legislation, commercial practice and the regulatory framework.

Students will be given directed learning which will both expand on the materials provided in the large group sessions and prepare them for the small group sessions. Students will also be expected to carry out independent learning which will include locating and reading relevant topical current issues.

Experiential learning is prevalent in the simulated practice exercises that take place in most of the small group sessions.

a Summative assessment and rationale for tasks

Summative assessment will be provided by a three hour open book practical paper based on advance documents. The use of advance documents allows the subject team greater opportunity to test knowledge and application in the examination and allows greater use of realistic legal scenarios.

b. Additional formative assessment – detail of process and rationale

Formative assessment will be provided by a combination of self test questions which students will complete through the module e-learning portal site and in small group sessions.

Students will also have the opportunity to sit a mock open book examination paper.

c. Indication of how students will get feedback and how this will support their learning

. Answers to the self test questions will be available on the e-learning portal and feedback on the mock examination will be given via the e-learning portal and in a large group session.

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