1 / 12

Richard Phillips presenting at The IOD on 11 October 2012

Richard Phillips presenting at The IOD on 11 October 2012. Buying & Selling Private Companies. Richard Phillips Partner, Corporate Team. Overview. Preparation Finalising the deal What the process involves What each party requires and why Spanners in the works. Preparation. Start now

Download Presentation

Richard Phillips presenting at The IOD on 11 October 2012

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. Richard Phillips presenting at The IOD on 11 October 2012

  2. Buying & Selling Private Companies Richard Phillips Partner, Corporate Team

  3. Overview • Preparation • Finalising the deal • What the process involves • What each party requires and why • Spanners in the works

  4. Preparation • Start now • Ducks in a row… • Worthwhile to the Seller • Smoother deal for the Buyer • Funding – banks/private equity/capital markets • What type of deal – selling/buying shares or selling/buying assets? • The difference • Liability • Contracts • Employees • What will your lawyer need to do differently?

  5. Finalising the deal • Heads of Terms • Confidentiality • Exclusivity • Costs protection • Realistic timeframe

  6. What the Process involves • Due diligence and information gathering • Documentation: • To reflect commercial deal • To allocate risk between parties • Negotiation/meetings • Finance aspects • Dealing with employees • TUPE • Due diligence • Final documentation will be the deal – not things said/done before • Time commitments

  7. What each party requires and why • Buyer – protections • Warranties • Indemnities • Retention • Completion accounts • Restrictive covenants • Deferred consideration – and earn out? • Seller – security and defence • As much risk free money as possible? • Greater potential sum but more risk? • Security for deferred consideration • Disclosures and limitations on warranties

  8. Spanners in the works (1) • Gulf in risk allocation • Awkward other party • Awkward other lawyer • Relative size/sophistication of Buyer & Seller

  9. Spanners in the works (2) • Buyer is from another jurisdiction • Third party difficulties • Landlord • Financiers • Change of control • Your Advisors • From left field…

  10. Summary • Take advice early • Understand your own limits on risk and plan tactics accordingly • Understand the other party • Be pragmatic • Time commitments • Anticipate problems

  11. Contact Richard Phillips Partner, Corporate Team E: richard.phillips@mablaw.com T: 020 7842 3335 Matthew Arnold & Baldwin LLP - Solicitors 85 Fleet Street, London, EC4Y 1AE 21 Station Road, Watford WD17 1HT E: info@mablaw.com W: www.mablaw.com

  12. These slides have been produced only for the purposes of illustrating a talk given by Richard Phillips on 11 October 2012. They are not intended to be relied upon by any party and cannot constitute advice. Matthew Arnold & Baldwin LLP cannot be responsible in any way for any material contained herein.

More Related