Published August, the ninth edition of Beswick and Wine: Buying and Selling Private Companies and Businesses by Susan Singleton adopts a practical approach, considering both the vendor’s and seller’s perspective and providing the practitioner with a step-by-step guide to all the legal, taxation and commercial issues involved in buying and selling private companies and businesses. It includes check-lists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying free disk containing all the precedents in the work.
As most acquisitions in the UK are largely private sales, the companies expressed to be bought or sold in the book are unquoted; and limited by shares and incorporated under the Companies Acts; and private. As the sale and purchase process varies depending upon the identity of the party initiating it the book covers the sale process from the seller’s perspective (Part I) and covers the acquisition process from the purchaser’s perspective (Part II) as well as looking at the acquisition agreement (Part III), post-completion (Part IV) and special situations (Part V). It also contains precedents on a CD-ROM (Part VI) including data room rules; an offer letter; share purchase; an offer letter business transfer; a due diligence request; completion agenda; a disclosure letter.
The ninth edition has updated to reflect the following changes in the law relevant to those buying and selling businesses including:
- Changes to competition law in the Enterprise and Regulatory Reform Act 2013 ;
- Case law on business sales, indemnities and warranties;
- Tax rates and changes including entrepreneurs’ relief and the most recent Finance Acts;
- Relevant EU law changes in the areas of company law and data protection.
Written by James Kessler QC, Tony Pursall and Naresh Chand, this crucial guide, published August 2014, explains the issues involved in Drafting British Virgin Islands Trusts. The title offers an extensive selection of trust precedents to suit a wide range of requirements, and helps to ensure that practitioners prepare accurate and effective trust documents which precisely meet client requirements and reflect the current law and practice.
This first edition is based on James Kessler’s Drafting Trusts and Will Trusts – A Modern Approach, 11th edition. The intention is for it to be an aid to the British Virgin Islands drafter, discussing the variety of issues which commonly arise when drafting British Virgin Islands trust documents.
The book provides a set of precedents written in plain legal English for the different types of trusts and certain ancillary documents governed by British Virgin Islands law, together with a detailed commentary on the text of those precedents – which are also available on CD-Rom.
- Practical guidance on the current law
- Detailed commentary on the recent changes to the VISTA Act and other trust-related laws
- Legal analysis
- Information on the various types of trusts including discretionary trusts, purpose trusts, VISTA trusts and charitable trusts.
Published July 2014, Gas and LNG Sales and Transportation Agreements by Peter Roberts provides a detailed hands-on guide to the drafting, negotiation and interpretation of natural gas and LNG sales and transportation contracts. Now in its 4th edition, it explains the critical components of the agreements that set out the terms between buyers, sellers, transporters and shippers, leading to the sale and transportation of gas and LNG.
- Pinpoints the key issues and suggests solutions to problems that can arise
- Identifies the legal and commercial issues involved at each stage, from quality specification and force majeure to liabilities/limitations and dispute resolution, and advises how they should be handled in the contract
- Provides discussion on the commercialisation of natural gas in light of recent concerns about climate change, cleaner energy sources and the security of energy supplies
- Includes expertly drafted precedents, also on a CD-ROM for rapid drafting
- Written from the perspective of English law but in the light of international experience and practice
New in the 4th edition:
- General update on legal and commercial developments
- Increased focus on LNG sales and transportation arrangements
- Specific focus on shale and unconventional gas sales
- Additional precedent drafting for gas and LNG project contracts
Microsoft Word 2013 for Law Firms is just published and available at a big discount from The Book Depository.
This 766 page paperback focuses on those features of Microsoft Word 2013 that are relevant to the legal community, this updated edition of the Payne Group’s market-leading guide to Word provides industry-specific information about Word that will help legal professionals operate effectively and efficiently in their environment. A companion website also includes customized legal templates and documents, hands-on exercises, and practice files, among many other services. Whether they are using Word for the first time or simply updating to the most recent version, readers will find all of the information they’ll need to increase their productivity and make the most out of Microsoft’s word processing program in this expert manual.
It is also available as an ebook.
Published March 2013, the 9th edition of Sinclair on Warranties and Indemnities on Share and Asset Sales has been substantially revised to reflect changes in law, convention and practice.
It serves as an easy-to-navigate guide to the complexities involved in warranties and indemnities. For both share and asset sales it goes through all the processes involved. So whether you are a buyer or a seller you’ll get a better understanding of the steps you need to take and the requirements you need to fulfil.
The new edition includes:
- New content in relation to the ‘employee shareholder’ regime introduced in 2013.
- Updates to IT, intellectual property, data protection and employment related warranties to reflect developments since the last edition and the increasingly widespread use and relevance of social media.
- Updates to reflect the impact of various regulatory changes introduced since 2011, including the taking over of the responsibilities of the Financial Services Authority by the newly established Financial Conduct Authority.
The new 5th edition of The Media and Business Contracts Handbook by Deborah Fosbrook and Adrian Laing is published this week by Bloomsbury Professional. It is a master reference book combining a knowledge of contract, copyright and commercial practice to provide over 90 ready to use and adapt expertly drafted contracts, licences, acquisition, distribution, termination, buyout agreements and other documents and letters.
It provides the tools for the user to construct a contract in a logical format and draft the terms in language that both parties can easily understand and put into practice and the accompanying CD-ROM reduces administration time in the office and allows the user to amend the documents quickly or to cut and paste relevant sections and will also be updated.
The Media and Business Contracts Handbook has a number of functions …
The new 6th edition of The A-Z of Contract Clauses by Deborah Fosbrook and Adrian Laing is published this week by Bloomsbury Professional. It is a master toolkit of contract clauses drafted by experts in copyright and contract.
Save time and effort when creating a new licence, option, assignment or agreement for services for a contributor; drafting heads of agreements; amending a contract a third party has sent you; or updating and amending your existing in house contracts.
Organised clearly by subject area, each main clause heading is further broken down across types of use such as film and television, general business and commercial, internet, websites, merchandising, publishing, services, and educational. Clauses are drafted from different angles and also some are more innovative.
Published February 2014 by Jordan Publishing, A Modern Approach to Lifetime Tax Planning for Private Clients (with Precedents) begins by looking at the essential legal framework of giving and tax law through a combination of detailed and authoritative commentary, worked examples and precedents. It then examines specific topics including: trusts and settlements, the family, and looks at particular assets such as the family home, CGT main residence relief, chattels, businesses and farms, investments, and insurance based products. It then goes on to examine tax planning using statutory reliefs and exemptions including joint ownership of land/sharing arrangements, gifts for family maintenance, normal expenditure out of income, charitable giving.
New from Bloomsbury Professional is the 9th edition of this “practical but erudite volume” edited by Lynette Owen.
This comprehensive and unrivalled book provides model agreements, covering a variety of publishing circumstances from head contracts to a range of licensing scenarios.
Together with detailed explanatory notes, appendices covering areas of licensing which for practical reasons cannot easily be covered by a single precedent, a separate overview of legal developments and a CD containing the text of the precedents, this text is invaluable in drafting effective publishing agreements.
For the 5th edition of Drafting Commercial Agreements the commentary and precedents have been updated to take account of current legislation, case law and practice. In particular the fifth edition has considered the following new developments:
- New EU legislation, including the Directive on Consumer Rights (2011) (creating new regimes for distance and off-premises contracts and amendments to the Unfair Contract Terms and Guarantee Directives, and to the general law governing consumer contracts)
- The latest Block Exemption for Vertical Agreements (2010) (with its effect on agency and distribution agreements)
- The Directive on Late Payment for Commercial Transactions (2011)
- The Commission’s latest proposals (in 2013) for a Directive on civil damages for infringements of the EU antitrust rules (together with recommendations that member states institute collective redress procedures for such infringements)
- Changes to the Technology Transfer Block Exemption (2004)
- Developments in employment law, including abolition of the retirement age, new proposals on directors’ remuneration (particularly under the Enterprise and Regulatory form Act 2013) and the current position on dealing with pension funds in deficit
- The new regime for registration of charges under the Companies Acts brought in from April 2013
It also covers changes to UK Competition Law, including the new regulatory framework under the Enterprise and Regulatory Reform Act 2013, and its impact on mergers, acquisitions, anticompetitive agreements and the cartel offence), the current UK position on damages for breach of the Competition Act, 1998 (as discussed in Devenish v Sanofi-Aventis and Albion Water v Dwr Cymru Cyfyngedig) and the latest position on land agreements brought under the Competition Act since 2010.