Sinclair on Warranties and Indemnities on Share and Asset Sales
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Author:
General Editor: Robert Thompson
Format: Book
Status: Live on Westlaw UK

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  • This title provides practical guidance for practitioners involved in drafting sale and purchase agreements for companies and businesses. It enables them to deal with confidence with the many warranties and indemnities involved, providing suitable precedents for drafting agreements together with all the necessary guidance for assessing their relevance and impact. It sets out precedents and commentary for tax, property, and general warranties and for indemnities on share sales and clearly explains the impact of each. It provides guidance for both buyers and sellers in sale and purchase agreements, and contains practical negotiating advice.
    COVERAGE
    • Provides precedents and commentary on warranties and indemnities on share sales
    • Provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business
    • For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
    • For the vendors’ solicitors, provides guidance and commentaries with the precedents
    • Organised around precedents of clauses and documents, accompanied by extensive commentary
    • Arranged in a logical chronology
    • Covers the history and function of warranties and indemnities
    • Covers the various parties to a sale and purchase agreement
    • Covers the rights and liabilities that arise from a breach of warranty
    • Covers general points on warranties
    • Provides detailed consideration of tax, property and general warranties in a share sale
    • Covers warranties applicable to an assets deal
    • Covers the forms taken by tax deeds
    • Covers warranties, undertakings and indemnities requested by the purchaser
    • Covers completion accounts and valuation
    • Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
    • Provides precedent clauses in bold typeface for ease of location on the page, and to differentiate the wording fom accompanying commentaries and explanations
    • Includes Tables of Cases, Statutes, SIs and EC Legislation

    NEW FOR THIS EDITION

    This edition reflects the changes in law, convention and practice since the last edition was published in January 2011:

    • Further changes to the Taxation Warranties and the Tax Covenant have been made to reflect the continuing tax law rewrite project. Changes have also been introduced to reflect practitioners’ increased focus on employee taxation issues
    • The Pension warranties have been expanded and overhauled to reflect changes in practice, tax treatment and legislation, including the new auto-enrolment regime which is to be gradually phased in from October 2012
    • The anti-corruption sections have been updated to reflect the coming into force of the Bribery Act 2010 including new warranties and commentary to reflect the approach being taken by practitioners since its implementation and the guidance that has been issued by the Government

    This edition includes new content in relation to the ’employee shareholder’ regime introduced in 2013, and 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. This edition has also been updated throughout 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.