Sinclair on Warranties and Indemnities on Share and Asset Sales | 8th Edition

Description

Covers the history and function of warranties and indemnities highlighting the main principles y Provides expert commentary on tax, property and general warranties and indemnities for both asset and share sales to help you reach a successful outcome y Covers changes to warranties from both a purchaser and vendor perspective so you have all the information you need to better advise your clients y Contains written commentary and guidance which explains the drafting, clauses and impact of warranties and indemnities y Guides you through the drafting process starting with the rights and liabilities to completion accounts and valuation, offering a broad understanding of key transactions y Provides 10 precedents in CD-ROM format for easy use, reference and drafting. All precedents are written in bold so the wording stands out from accompanying commentaries and explanations y Includes extracts from Statutes, SIs and EC legislation New for 8th Edition y Substantially revised to reflect changes in approach, convention and law since the previous edition y Includes the recent changes to Taxation Warranties and the Tax Covenant following the implementation of the Income Tax Act 2007, the Corporation Tax Acts of 2009 and 2010 y Reflects the full implementation of the Companies Act 2006 y Includes warranties and due diligence enquiries to be included with effect from the implementation of the Bribery Act 2010 in April 2011 y Includes substantial amendments to the warranties that focus on pensions, data protection, anti-corruption, social media and employment y The chapter on asset sales has been expanded to incorporate the latest trends on indemnities and warranties, specifically the latest position on the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) with detailed commentary on recent case law y Provides a discussion on warranty and indemnity insurance.

Table of Contents

1. Rights and Liabilities
2. General Points Relating to Warranties
3. Taxation Warranties
4. Property Warranties
5. Warranties and Indemnities on the Sale of a Business
6. Tax Covenant and Tax Limitations
7. Limitations and Risk Transfer
8. Completion Accounts
9. Warranties Relating to the Purchaser
10. Full Commercial Warranties
11. Warranties and Indemnities on the Sale of a Business
12. The Tax Schedule
13. Limitation Provisions
14. Miscellaneous Clauses
15. Short Form Warranties
16. Disclosure Letter
17. Valuation
18. Legal Due Diligence Enquiries
19. Restriction on activities prior to Completion
20. Index