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The acquisition precedents you need, from preliminary documentation to closing the deal
This publication is essential for: solicitors acting for purchasers, vendors, or lenders in business acquisitions.
Current to: October 1, 2017
Whether your transaction is an asset or share purchase, a business acquisition requires immense amounts of drafting. Save yourself time with Buying and Selling a Business—Annotated Precedents. With hundreds of pages of templates, this resource is annotated with concise commentary and includes sample asset and share purchase agreements, along with precedents for employment, escrow, assignment, and intellectual property contracts. Sample closings agendas and checklists will help keep your deal organized and on track.
With this resource, you will be able to:
- quickly draft acquisition documents that reflect current law and practice
- thoroughly understand the purpose of individual clauses and how to use them to serve your clients
- properly structure your client’s deal and understand the most important negotiating points
Buy today and close your next deal more quickly!
Highlights of the 2017 update
- new asset purchase agreement annotations with expanded discussions of:
- scope of opinion of vendor’s counsel
- definition of what constitutes “knowledge” of a party
- survival period for vendor’s representations, warranties, and covenants
- holdback of part of purchase price as security for validity of representations and warranties
- pre-closing permitted capital expenditures and encumbrances
- environmental audits as well as representations and warranties on environmental matters
- new public announcements clause in share purchase agreement
- new BCSC case law on effect of marking documents “confidential”
- new BCCA and BCSC case law on effectiveness of “no competition” clause restrictive covenants
- discussion of purchaser’s pledge of shares as alternative to escrow agreement
- expanded discussion on assignment of employment clauses and non-competition agreements
- discussion of restrictions on assignment of particular benefits according to their terms
- discussion of recordal of copyright assignments
CLEBC Legal Editor
L. Joy Tataryn