A Practical Guide to Private Equity Transactions (Law by Geoff Yates

By Geoff Yates

This evaluation of a posh and sometimes misunderstood topic takes the reader during the matters which are confronted in the course of the existence cycle of a personal fairness funding, from the id of a chance, during the quite a few levels of the transaction and the life of the funding, to the eventual go out by means of the investor. The research of key documentation and felony concerns covers corporation legislation, employment legislations, pensions, taxation, debt investment and festival legislation, considering fresh criminal advancements equivalent to the corporations Act 2006, the hot emergence of non-public fairness within the united kingdom and the demanding situations confronted by way of the as a result monetary obstacle.

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Extra resources for A Practical Guide to Private Equity Transactions (Law Practitioner Series)

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3 Legal due diligence The key objective of legal due diligence is to enable the private equity investors (and the bank funders, who are usually also an addressee of the report) to understand and, where possible, quantify any legal risks associated with completing the transaction or within Target itself. It is essentially a legal audit; each key area of Target’s business is investigated, and a report is produced highlighting any 36 Due diligence issues or areas of risk, typically arising as a result of disputes or non-compliance with laws, the nature of which may be relatively insignificant or substantial.

Accordingly, heads are inevitably expressed to be conditional upon the outcome of due diligence. For this reason, there is usually a desire (on the buyer’s part in particular) to move on from discussing the heads so that this due diligence process may be undertaken once the key commercial terms (and particularly the price) have been agreed, rather than seeking to agree absolutely everything upfront. The buyer is particularly driven to secure exclusivity, which is usually dealt with in the heads.

The sellers may go further than this and ask its accounting, and possibly legal, advisers to prepare a vendor due diligence report. A due diligence report is prepared by those advisers, based on the information provided in the data room, as if they were acting for the buyer, and such draft reports are made available to bidders as part of the data room content. Bidders are asked to put forward final offers based on the content of those reports, and, once a preferred bidder is selected, an already prepared form of engagement letter is signed which allows that bidder to rely on the report as that adviser’s own client; in essence, the adviser switches sides at that point for the purpose of its due diligence work.

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