In principle, share transfers to UK limited companies will generally involve a two-step process. First, the buyer and seller enter into a sales contract, often called a share purchase agreement, when they agree on the price for which the shares are sold and the other terms of sale. For most of the transactions, the purchase price is generally determined against the last financial statements of a target. Purchase price adjustments generally protect a buyer from any change in the value of the target between the value of the target and the transaction. In this context, the buyer and seller must agree on an evaluation method and have similar or coordinated accounting methods in place. A buyer may decide to waive such legal advice and rely exclusively on the seller`s insurance and guarantees, but this choice depends on the buyer`s risk tolerance. An essential distinction should be made between buying shares and buying assets. An investment transaction includes the purchase or sale of some or all of a company`s assets, such as. B equipment, inventory, real estate, contracts or leases.
Buying assets can be beneficial because it allows a buyer to selectively reorient himself with the assets he buys. In addition, the acquisition of assets allows an acquirer to acquire ownership of a business without the liabilities that would accompany the assets when buying shares. In the case of the purchase of assets, a significant SD is still required, especially with regard to the ownership of these assets and the rights of pawn. The completion of a stock or asset acquisition depends on many considerations and the objectives of the purchaser. It is common practice for buyers, such as at least, perform legal, commercial, tax and financial due diligence before participating in the sale transaction. It is often a tax alliance, compensation or tax debt, but its purpose is always the same, it protects the purchaser for all tax liabilities that may not have been detected by the duty of care. This article deals with the general concepts and variations of a GSB, but it is by no means exhaustive.