Introduction to Sale and Acquisition of Asset / Business / Company

Guide

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Description:

A quick reference guide on usual documents required in relation to Assets, Business and Company Shares acquisition. Also include a checklist of the usual issues to consider for each type of acquisition.

NDA - Confidentiality Agreement

One way Non Disclosure agreement for discussion of Business relationship. It can impose unilateral / mutual obligations of confidentiality on the party who receives the information. Can be in neutral form or in favour of the Discloser / Disclosee.

Memorandum of Understanding (MOU) - Sale of Business

A memorandum of understanding (MOU) in a sale and purchase situation. This represents the good faith intentions of the parties but also include deposit from the Buyer. This document can be in Neutral Form or in favour of the Buyer / Seller.

Feasibility Study

Form of feasibility study for a foreign investor setting up a new company and making an investment in a new country.

Business Acquisition Agreement

A Business acquisition agreement between a Buyer and a Seller. This can include the Seller's parent or the Buyer's parent as guarantor to the agreement or no guarantor. The Seller's warranties are included in another template. This agreement can be drafted in Neutral Form or in favour of the Buyer / Seller.

Business Acquisition Warranties

Warranties given by a Seller in relation to a Business acquisition. This can be inserted as a Schedule to the Business Acquisition Agreement. These Warranties can be drafted in Neutral Form or in favour of the Buyer / Seller.

Business Acquisition Agreement - Simple

A simple business acquisition agreement between a Buyer and a Seller with no warranties. This is suitable for intra-group transfer.

Assets Acquisition Agreement

An assets acquisition agreement between a Buyer and a Seller. This relates to the transfer of existing / used assets (e.g. equipment but not real property). This agreement can be drafted in Neutral Form or in favour of the Buyer / Seller.

Company Acquisition Agreement

A company acquisition agreement between a Buyer and one to three Seller(s). This can include the Seller's parent or the Buyer's parent as guarantor to the agreement or no guarantor. The Seller's warranties are included in another template. This agreement can be drafted in Neutral Form or in favour of the Buyer / Seller(s).

Company Acquisition Agreement - with Earnout

A company acquisition agreement between a Buyer and a Seller where part of the consideration is calculated by reference to the future performance of the company or Business being purchased (earnout). The Seller's warranties are included in another template. This agreement can be drafted in Neutral Form or in favour of the Buyer / Seller.

Company Acquisition Warranties

Warranties given by Seller(s) in relation to a Company acquisition. This can be inserted as a Schedule to the Company Acquisition Agreement. These Warranties can be drafted in Neutral Form or in favour of the Buyer / Seller.

Company Acquisition Agreement - Simple

A simple company acquisition agreement between a Buyer and a Seller with no warranties. This is suitable for an intra-group transfer.

Disclosure Letter

Disclosure Letter from the Seller to the Buyer relating to sale and purchase of company / Business. This document can be drafted in Neutral Form or in favour of the Buyer / Seller.

Information Memorandum on Sale of Business / Company

Pro forma information memorandum for the sale of Business / company issued by the broker on behalf of the Seller. It sets out a summary of the Business / company for sale and can form as part of the disclosure / due diligence documents.

Due Diligence Questionnaire on Acquisition of Company

Due Diligence Questionnaire from a Buyer to the Seller in relation to the acquisition of Business / company. The Seller will prepare a data room for the Buyer in accordance to the documents required in the Questionnaire.

Due Diligence Form for Contract Review

Pro forma due diligence form for contracts review in relation to an acquisition by the Buyer or its legal advisor.

Power of Attorney - Shares Sale

POA for sale of shares in a private company where the Seller gives security interest of the Shares to the Buyer by appointing the Buyer as its Attorney.

Minutes of Meeting of Directors

Minutes of Board of Directors of (i) a Seller approving a sale of Subsidiary to a Buyer; (ii) the Company itself approving the Share Transfer; (iii) the Buyer approving the acquisition of the Company.

Parental Guarantee to Buyer in relation to Acquisition

A guarantee is given by Seller's parent to the Buyer for the Seller's obligations. This is drafted in neutral form.

Completion Agenda on Acquisition of Company

Completion Agenda in relation to the sale / acquisition of shares of a company. It will help to identify the documents to be prepared, the resolutions to pass and the persons required to execute documents on the basis of the Sale and Purchase Agreement.

Merger / Acquisition Announcement / Press Release

A press release regarding a successful acquisition of Target or a merger from the perspective of the Acquirer. It gives a brief background of the target, the potential synergy and future development of the new Business entity.

Document Type:

Checklist / guideline / manual / policy / procedures

Category:

Business > Debt / Equity Investment and Capital Raising > Mergers and Acquisitions / Completion Certificate

 
Keywords:

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Author:

DocPro Legal

DocPro Legal is a team of legal professionals with a passion for making quality documents and legal contract templates widely available to the public through cutting edge technology. Our lawyers are qualified in numerous common law jurisdictions including the United Kingdom, Australia, New Zealand, India, Singapore and Hong Kong. We have experience in major law firms and international banks with expertise in business, commercial, finance, banking, litigation, family, succession and company laws.

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