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View the related checklists about Acquisition

Option agreements—acting for the buyer—checklist

Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...

Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

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SAR glossary codes and additional reporting routes—flowchart

SAR glossary codes and additional reporting routes—flowchart This Flowchart illustrates the most commonly used National Crime Agency (NCA) glossary codes to use when completing a Suspicious Activity Report (SAR) via the SAR Portal, and the additional reporting routes you should consider. The full list of SAR Glossary Codes can be found in SAR Glossary Codes and Reporting Routes. Note 1 SARs regime The SARs regime is not intended as a means of reporting crime or matters relating to immediate risks to others. The SARs regime is designed for the purpose of reporting knowledge or suspicions of money laundering or terrorist financing under the Proceeds of Crime Act 2002 (POCA 2002) and the Terrorism Act 2000 (TA 2000). In addition to submitting a SAR to the NCA, you may therefore need to report the matter via other routes, eg where a crime is in progress or there is an immediate risk to a person. We have flagged where this may be appropriate. If possible, you should make these additional reports...

View the related practice notes about Acquisition

Reporting on the findings of the due diligence review in a private equity buyout transaction

Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...

Wales: Land transaction tax (LTT)—administration and compliance

Wales: Land transaction tax (LTT)—administration and compliance Land transaction tax (LTT) replaced stamp duty land tax (SDLT) in Wales with effect from 1 April 2018. This Practice Note highlights the administrative and compliance issues in relation to LTT including: • filing returns and payment • managing and collection of LTT by the Welsh Revenue Authority (WRA) • amendment and correction of returns • enquiries • assessments • penalties Where relevant, comparisons between LTT and SDLT are highlighted. The Practice Note expands on the basics of LTT set out in the Practice Note: Wales: Land transaction tax (LTT)—the basics. Provision for LTT is contained in the Land Transaction Tax and Anti-avoidance of Devolved Taxes (Wales) Act 2017 (LTTADT(W)A 2017). Statutory references are to the LTTADT(W)A 2017 unless stated otherwise. Administration LTT is administered by the WRA. The WRA is a non-ministerial department of Welsh Government with its own board and staff. The WRA is headquartered in Merthyr Tydfil. LTT returns When a notifiable land transaction has been entered...

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Ireland—Deed of assignment and conveyance—unregistered—freehold and leasehold

Ireland—Deed of assignment and conveyance—unregistered—freehold and leasehold Commencement Section 64(2)(a) of the Land and Conveyancing Law Reform Act 2009 (Ireland) (LCLRA 2009 (IRL)), provides that one of the criteria for establishing if a document is a deed is whether the document is described at its head with the appropriate wording such as ‘Conveyance’, ‘Assignment’, ‘Indenture’, ‘Deed’, etc. Date While it is usual practice to date a deed on the date of completion a deed actually takes effect on the date of its delivery. The concept of delivery means that it is possible for a deed to be valid even if it has not been dated. If a deed is not dated, external evidence is admissible to prove the correct date from which it was intended to operate. Where a date is inserted, it is presumed that this date is the date on which the deed took effect. However, this presumption may be rebutted by evidence to the contrary. See: Browne v Burton (1847) 17 LJQB 49 (not reported by Lexis+® UK). It is good...

Application letter—deferral of SDLT on contingent or uncertain consideration

Application letter—deferral of SDLT on contingent or uncertain consideration [ To be printed on headed notepaper of applicant including full contact details ] HMRC SDLT Deferment Applications [[insert relevant HMRC address]] United Kingdom Dear HMRC Deferral of stamp duty land tax (SDLT) [Insert name of purchaser] UTRN: [insert UTRN of form SDLT1 tax return if already prepared] [We OR I] write to apply for deferral under section 90 of the Finance Act 2003 in respect of SDLT due on [the acquisition disclosed by the above SDLT1 return OR an acquisition of a chargeable interest by [name of purchaser]]. Details of the transaction and the deferral sought are set out in the table below in accordance with HMRC guidance provided in SDLTM50910. The effective date of the transaction [was [insert date] OR has not yet passed but is expected to occur [before [insert date] OR on or around [insert date]]. This application is submitted before completion to maximise the time available for you to consider...

View the related q&as about Acquisition

What procedure must a listed company follow to offer a DRIP?

What procedure must a listed company follow to offer a DRIP? A dividend re-investment plan (DRIP) allows a shareholder to receive shares in a company as an alternative to receiving a cash dividend. If a shareholder agrees to participate in a DRIP, when the company next declares a cash dividend it applies that dividend to buy existing shares in the market on behalf of the shareholder. A DRIP is similar to a scrip (or stock) dividend scheme in that they both allow a participating shareholder to acquire further shares in a company in lieu of a cash dividend. A scrip dividend, however, involves the issue of new shares in the company to the participating shareholder, who foregoes the cash payment they would otherwise receive, rather than the purchase of shares in the market. For more information on the law relating to scrip dividends and the procedure to be followed if one is to be offered, see Practice Note: Scrip dividends. A listed company that wishes to...

Is it possible for the articles of association of a company to give a person, other than one of its members, the right to vote on a members' resolution?

Is it possible for the articles of association of a company to give a person, other than one of its members, the right to vote on a members' resolution? It is not possible for the articles of association of a company to validly give a person who is not either one of its members or acting on behalf of one of its members (ie as their proxy or corporate representative as permitted by the Companies Act 2006 (CA 2006)) the right to vote on a members' resolution. The members of a company are the subscribers to its memorandum of association and every other person who agrees to become a member of the company, and whose name is entered in its register of members. CA 2006, Pt 13 prescribes the types of members' resolutions that may be passed by a company and the way in which such members' resolutions may be passed. Those provisions override any contrary provisions in a company's articles, unless otherwise expressly stated in...

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FTT confirms consortium relief ownership proportion based on collective entitlement of link companies (Eastern Power Networks plc and others v HMRC)

Tax analysis: In Eastern Power Networks plc and others v HMRC, the First-tier Tax Tribunal (FTT) held that, when determining the ownership proportion for the purposes of consortium relief, the entitlement of multiple link companies must be assessed collectively, not by aggregating individual entitlements. Additionally, it ruled that a corporate structure designed to enhance consortium relief entitlements constituted a scheme with a main purpose of obtaining a tax advantage.

UK Competition law—daily round-up (16/06/2025)

A round-up of UK competition law developments, including (amongst other things) the latest UK merger control developments.