Acquisitions
This elective focuses upon the sale and purchase of private
limited companies or their business, a subject highly relevant to
both City and large to medium sized law firms. It also considers
buy-outs and the financing of these transactions.
In a nutshell, this elective considers:
- Clients' objectives and the management of their
expectations
- The role of different members of the team of professional
advisers
- The structure of acquisition transactions, whether by way of
share or business purchase
- The contents of the purchase agreement
- Risk apportionment in the purchase agreement itself (e.g.
warranties/indemnities limitations on liability) or by way of due
diligence and disclosure
- The tax consequences of both types of transaction
- Treatment of employment, pensions and other specialist issues
arising in both types of transaction
Throughout the elective, advising the client efficiently and
with commercial awareness is the main focus of learning. Students
concentrate on business considerations such as risk (its
assessment, attitudes towards it and strategies to deal with it),
consideration (e.g. valuation issues, earn outs, retention) and the
reconciliation of the seller's and buyer's interests. Students work
with copies of current precedents made available by a major law
firm, and are required to consider tasks that would normally be
undertaken by trainees and newly qualified solicitors working in a
company / commercial department.
The approach to this elective is practical and transactional.
Students consider a case study from the start of the transaction to
the end, initially concentrating on the sale and purchase of
shares. They then compare this to a transfer of a business as a
going concern, concentrating on the decisive factors between the
two structures, both legal (e.g. employment) and commercial (e.g.
business continuity).
The elective also dedicates an entire discrete session to
buy-out transactions, in particular considering the different
structures commonly encountered, the financing of such transactions
and the different exit routes.
The content of the full-time and part-time course is identical,
but they are structured differently.