Sinclair on Warranties and Indemnities on Share and Asset Sales

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.COVERAGEProvides precedents and commentary on warranties and indemnities on share salesProvides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or businessFor the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be preparedFor the vendors’ solicitors, provides guidance and commentaries with the precedentsOrganised around precedents of clauses and documents, accompanied by extensive commentaryArranged in a logical chronologyCovers the history and function of warranties and indemnitiesCovers the various parties to a sale and purchase agreementCovers the rights and liabilities that arise from a breach of warrantyCovers general points on warrantiesProvides detailed consideration of tax, property and general warranties in a share saleCovers warranties applicable to an assets dealCovers the forms taken by tax deedsCovers warranties, undertakings and indemnities requested by the purchaserCovers completion accounts and valuationProvides clearly-written commentary and guidance aimed to explicate clauses and their impactProvides precedent clauses in bold typeface for ease of location on the page, and to differentiate the wording fom accompanying commentaries and explanationsProvides precedents on CD for ease of accessIncludes Tables of Cases, Statutes, SIs and EC LegislationNEW FOR THIS EDITIONThis edition reflects the changes in law, convention and practice since the last edition was published in January 211: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 issuesThe 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 212The anti-corruption sections have been updated to reflect the coming into force of the Bribery Act 21 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 GovernmentThis edition includes new content in relation to the employee shareholder regime introduced in 213, 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 211, including the taking over of the responsibilities of the Financial Services Authority by the newly established Financial Conduct Authority.Transform the way you work, with eBooks on ProView™Thomson Reuters ProView™ is the iPad app custom built for legal professionals like you.Using ProView means you can connect to and interact with the content you rely on in new ways, wherever and whenever you like. 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Robert principally specialises in managing and leading transactions of all sizes from small to medium-sized owner-managed deals to international multi-jurisdictional deals for some of the firm’s largest national and international clients. He is also the author of previous editions of Sinclair on Warranties and Indemnities on Share and Asset Sales.AVAILABLE ONLINECLEAR. CLEVER. 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