Preliminary documents

Copyright © 2024 LexisNexis

Beginning the sale process

Negotiations for sale may begin in many different circumstances. Individual owners may wish to retire from or otherwise realise the value of their business. Corporate sellers may choose to market the business to potential interested parties by way of an auction process (see Practice Note: Auction sales—asset purchase) or otherwise market to and enter into negotiations with specific interested parties. Alternatively, a potential buyer may initiate an approach to the seller as part of its own expansion strategy.

Preparation for sale

If a seller decides to seek a buyer for the target business and assets, it may take steps to reorganise and prepare the target business for sale and make it more attractive to potential buyers. Such steps may range from ensuring that the target

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Existing user? Sign-in TAKE A FREE TRIAL
Powered by Lexis+®
Latest Corporate News

Corporate weekly highlights—21 November 2024

This week's edition of Corporate weekly highlights includes publication of Glass Lewis’ 2025 proxy voting policy guidelines, FCA Primary Market Bulletin 52 on issuers’ ability to identify and make public information that is inside information under MAR, HMT’s PISCES consultation response together with draft legislation to establish PISCES and HMT’s consultation on the value and use cases of a UK Green Taxonomy. Also included, are news of the adoption of the EU ESG Ratings Regulation and the announcement that EU due-diligence reporting duties are to be simplified through an ‘omnibus’ regulation.

Council adopts EU ESG Ratings Regulation

The Council of the EU has announced its adoption of the Regulation on the transparency and integrity of Environmental, Social and Governance (ESG) rating activities and amending the Sustainable Finance Disclosure Regulation (EU) 2019/2088 (EU SFDR) and the ESG Ratings Regulation (EU) 2023/2859. The Regulation will be published in the EU’s Official Journal (OJ) before entering into force 20 days later; it will apply 18 months later.

EMA publishes European Platform for Regulatory Science Research concept paper

The European Medicines Agency (EMA) has published a concept paper, proposing the establishment of a European Platform for Regulatory Science Research. The Platform aims to accelerate and advance regulatory science research and enhance the quality of research to improve regulatory practices and medicine development. The EMA has launched a consultation on the concept paper, which closes on 18 December 2024. The EMA has launched a consultation on the 2024 update to its Regulatory Science Research Needs (RSRN) initiative, which also closes on 18 December 2024. This consultation seeks input on research priorities to address gaps in regulatory science and improve medicine development and evaluation. The RSRN outlines research needs across four key areas: clinical research improvement, regulatory system evolution, leveraging technologies for specific medicine types, and advancing veterinary medicine regulation.

Glass Lewis publishes 2025 proxy voting policy guidelines

Glass Lewis has published its 2025 proxy voting policy guidelines for the US, UK, and Europe. The updated guidelines, effective from 1 January 2025, introduce significant policy updates, including board oversight of artificial intelligence (AI), shareholder meeting formats, and time-based awards. It also comprises guidance on evaluating shareholder proposals related to the use of AI technologies and environment, social, and governance issues. Glass Lewis intends to publish updates to its guidelines for additional local markets and thematic policy guidelines by mid-December 2024.

View Corporate by content type :  
News
Practice notes
Precedents
Q&As

Popular documents

Are a buyer's rights and remedies in respect of a warranty claim under a share purchase agreement or

Are a buyer's rights and remedies in respect of a warranty claim under a share purchase agreement or asset purchase agreement affected by its actual knowledge or the knowledge of its advisers?A buyer will often attempt to include in a share purchase agreement or asset purchase agreement a provision

Asset purchases

Asset purchasesA business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally different in their nature and involve very different processes and documents.Nature of the transactionWhy an asset purchase?An asset purchase enables

Guarantee and indemnity—seller obligations—private M&A—asset purchase

Guarantee and indemnity—seller obligations—private M&A—asset purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1[insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at]

Warranties and indemnities—asset purchase

Warranties and indemnities—asset purchaseAn asset purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer.Why we need warranties and indemnitiesThe starting point for a buyer in any asset purchase transaction is the maxim caveat emptor (let the
Are a buyer's rights and remedies in respect of a warranty claim under a share purchase agreement or

Are a buyer's rights and remedies in respect of a warranty claim under a share purchase agreement or

Are a buyer's rights and remedies in respect of a warranty claim under a share purchase agreement or asset purchase agreement affected by its actual knowledge or the knowledge of its advisers?A buyer will often attempt to include in a share purchase agreement or asset purchase agreement a provision

Asset purchases

Asset purchases

Asset purchasesA business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally different in their nature and involve very different processes and documents.Nature of the transactionWhy an asset purchase?An asset purchase enables

Guarantee and indemnity—seller obligations—private M&A—asset purchase

Guarantee and indemnity—seller obligations—private M&A—asset purchase

Guarantee and indemnity—seller obligations—private M&A—asset purchaseThis Deed is made on [insert day and month] 20[insert year]Parties1[insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at]

Warranties and indemnities—asset purchase

Warranties and indemnities—asset purchase

Warranties and indemnities—asset purchaseAn asset purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer.Why we need warranties and indemnitiesThe starting point for a buyer in any asset purchase transaction is the maxim caveat emptor (let the