| Deed of assignment of goodwill A Standard document for the assignment of goodwill in connection with the purchase of a business. |
| Assignment of patents (pro-assignor) An agreement for the assignment of UK patents, drafted from the assignor's perspective. |
| Material adverse change clause: asset purchase agreement This is a material adverse change (MAC) clause for use in connection with an asset purchase. It should be used in conjunction with its accompanying drafting note and the Standard document, Asset purchase agreement. |
| Statutory demerger clearance application A form of application (with drafting notes) for clearance under section 1091 of the Corporation Tax Act 2010 that a distribution is an exempt distribution. It should be read in conjunction with Practice note, Statutory demergers: tax. |
| Completion agenda: domestic: asset purchases A completion agenda for use in an asset purchase transaction where the transferring assets are situated in England and Wales. |
| Assignment of industrial designs (pro-assignee) A specimen assignment of rights in designs, drafted in favour of the assignee. |
| Asset purchase agreement short form A standard document for an asset purchase agreement, the key agreement documenting the sale and purchase of assets. For a list of other supplementary standard clauses to be used with this document (including provisions to be inserted in Schedule 6) see Supplementary clauses: asset purchase agreement. This document is prepared from the buyer's perspective and assumes that the completion date and effective time (and date) will be the same day, but there will be a gap between exchange of contracts and completion. This is a short form document, and due to its nature will not provide the buyer with the detailed protections included in a long form asset purchase agreement. Accordingly, this document should be read in conjunction with its accompanying drafting note and the more detailed provisions and commentary in the Standard document, Asset purchase agreement and its accompanying drafting note. |
| Confidentiality agreement: corporate seller: acquisitions A long form confidentiality agreement (also known as a non-disclosure agreement) for use in connection with a proposed sale of the business and assets of an English company, where both the buyer and seller are companies incorporated in England and Wales. |
| Board minutes of the buyer (simultaneous exchange and completion): asset purchases Outline board minutes of the buyer to approve and execute an asset purchase agreement (and other related documents). These minutes are prepared on the basis that the agreement is not subject to any conditions and that there will be simultaneous exchange and completion. |
| Actuary's letter: synopsis An actuary's letter sets out the actuarial basis on which the transfer amount will be calculated and usually takes the form of a letter from the seller's actuary to the buyer's actuary which is annexed to the pensions schedule of an asset purchase agreement or a share purchase agreement where a bulk transfer is made on the sale of a part of a group of companies. |
| Asset purchase agreement: intra-group reorganisations A standard document for an intra-group sale and purchase of assets. This standard document is a short form agreement intended for use in an intra-group asset purchase transaction. It does not provide the parties with the detailed protections afforded by a long form asset purchase agreement drafted on an arm's length basis. |
| Board minutes of the seller (simultaneous exchange and completion): asset purchases Outline board minutes of the seller to approve and execute an asset purchase agreement (and other related documents). These minutes are prepared on the basis that the agreement is not subject to any conditions and that there will be simultaneous exchange and completion. |
| Joint section 171A of Taxation of Chargeable Gains Act 1992 election Joint election under section 171A of TCGA 1992 reallocating to another group company a gain or loss on a disposal or notional disposal of an asset. |
| Transitional services agreement A transitional services agreement for use following the sale of a business between two non-related parties. |
| Legal due diligence information request: asset purchases A standard document legal due diligence information request list to be used in connection with an asset purchase. |
| Assignment of industrial designs (pro-assignor) A specimen assignment of rights in designs, drafted in favour of the assignor. |
| Auditor's notice of resignation Notice of resignation of auditors in accordance with section 519 of the Companies Act 2006. |
| Disclosure letter: acquisitions A standard document for a reasonably standard first draft of a disclosure letter prepared by the seller. |
| Board minutes of the buyer (completion): asset purchases Outline board minutes of a committee of the buyer to deal with remaining formalities for completion of an asset purchase where there has been an interval between exchange and completion in order to obtain shareholder approval and other consents. |
| Data room rules: acquisitions Data room rules for use by the seller where either a company or assets are for sale by way of an auction process. For a form of data room rules to be used where access to the data room is to be via the internet, see Standard document, Website data room rules: acquisitions. |
| Trade mark licence: asset purchases A specimen trade mark licence for use where the seller licenses the right to use its trade mark to the buyer for a wind-down period following completion of an asset purchase. |
| Information memorandum disclaimer: acquisitions A disclaimer for use in an information memorandum issued by a seller to potential buyers in connection with a proposed sale of the entire issued share capital or the business and assets of a target company via a controlled auction process. |
| Board minutes of the buyer (exchange of contracts): asset purchases Outline board minutes of the buyer to approve an asset purchase agreement (and other related documents) where the agreement is subject to conditions with an interval between exchange and completion and the consideration is cash on completion. |
| Assignment of rights in software An agreement for the assignment of all intellectual property rights in fully-developed software. |
| Confidentiality letter: corporate seller: acquisitions A long form confidentiality letter (also known as a non-disclosure letter) for use in connection with the sale of the entire issued share capital or the business and assets of a private company incorporated in England and Wales, where there is a single corporate buyer and a single corporate seller. |
| Application to HMRC under the non-statutory clearance procedure Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs. |
| Asset purchase agreement A standard document for an asset purchase agreement, the key agreement documenting the sale and purchase of a business. For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement. For a list of supplementary standard clauses to be used with this document, see Supplementary clauses: asset purchase agreement. PLC Corporate with thanks to David Day and Simon Howley, CMS Cameron McKenna for their comments. (Employment provisions by PLC Employment. Intellectual property provisions by PLC IPIT & Communications. Data protection provisions by Simon Jones, DLA Piper UK LLP. Pensions provisions by PLC Pensions, based on material originally contributed by Mayer Brown. Environmental provisions by PLC Environment.) |
| Computer services agreement: skeleton An agreement between the parties to a business sale agreement relating to the computer system or information technology (IT) systems used by the business. |
| Novation agreement: asset purchases A standard document for the novation of contracts in connection with an asset purchase for the benefit of the new owner. |
| Deed of guarantee and indemnity of seller obligations: asset purchases This is a deed guaranteeing and indemnifying the obligations of the seller under the asset purchase agreement. It is envisaged (although not required) that the guarantor will be the parent company of the seller. |
| Notice to third party of assignment A form of notice to a third party notifying them of the assignment of a debt or benefit of a contract.Note, this document is not a statutory assignment under section 136 of the Law of Property Act 1925. |
| Letter of non-crystallisation of floating charge A letter to confirm to a buyer of assets that any floating charge over the assets to be acquired has not crystallised into a fixed charge. |
| Asset sale agreement by a company in administration A standard document for the sale of a business and assets by a company in administration, prepared from the administrators' perspective and assuming no gap between exchange of contracts and completion. |
| Assignment of patents (pro-assignee) An agreement for the assignment of UK patents, drafted from the assignee's perspective. |
| Assignment of trade marks (pro-assignee) An agreement for the assignment of trade marks, drafted from the assignee's perspective. |
| Deed of accession A deed of accession issued in connection with an asset purchase or similar transaction whereby the buyer agrees to be bound by the rules of the pension scheme to which its new employees belong. |
| Letter of resignation (director) A letter of resignation by a director, acknowledging that there are no claims outstanding against the company. See also: Standard document, Letter of resignation (secretary) |
| Fair processing notice: asset purchases Specimen form of fair processing notice to be issued to data subjects on an asset purchase for data protection compliance purposes. |
| Board minutes of the seller (completion): asset purchases Outline board minutes of a committee of the seller to deal with the remaining formalities before completion of an asset purchase where the agreement is subject to conditions. |
| Legal due diligence report: acquisitions A standard document for a long-form legal due diligence report in connection with an acquisition. |
| Notice to employees of change of employer: asset purchases A letter to be sent to employees following a change of their employer as a result of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Power of attorney A standard document power of attorney granted by a corporate body or an individual in favour of one or more persons to act as attorney. This power of attorney may be adapted for use in various corporate transactions. |
| Joint section 171A of Taxation of Chargeable Gains Act 1992 election (pre Finance Act 2009) Joint election notionally transferring an asset to a group company under section 171A of TCGA 1992 for use in relation to gains and losses realised on or before 20 July 2009. No longer in use |
| General meeting notice: resolution to remove auditors Notice of a general meeting to consider a resolution to remove the auditors and appoint new auditors. |
| Retention account: escrow letter: acquisitions Joint letter from the parties to their respective firms of solicitors, setting out the terms on which such firms have agreed to act as escrow agents in relation to the operation of a retention account. |
| Assignment of copyright (pro-assignee) An agreement for the assignment of copyright, drafted from the assignee's perspective. |
| Assignment of trade marks (pro-assignor) An agreement for the assignment of trade marks, drafted from the assignor's perspective. |
| Assignment of copyright (pro-assignor) An agreement for the assignment of copyright, drafted from the assignor's perspective. |
| Board minutes of the seller (exchange of contracts): asset purchases Outline board minutes of the seller to approve an asset purchase agreement (and other related documents) where the agreement is subject to conditions with a delay between exchange and completion. |
| Scheme of reconstruction clearance application A form of application (with drafting notes) for clearance of a reconstruction under sections 138 and 139(5) of the Taxation of Chargeable Gains Act 1992 and section 831(2) of the Corporation Tax Act 2009. It should be read in conjunction with Practice notes, Schemes of reconstruction: tax and Tax clearances: exchange of securities and reconstructions. The application caters for one transferor company and up to two transferee companies (in other words, a three-cornered demerger). For transactions involving different numbers of parties, the application should be adapted. |
| Heads of terms: asset purchases Heads of terms by which the parties outline their intention to buy and sell the business and assets of a private limited company. This document is prepared on the basis that there is a single corporate buyer and that the obligations of the seller may be guaranteed. It includes legally binding provisions relating to exclusivity of negotiations and costs and assumes that a confidentiality agreement has already been entered into. It has been drafted from the perspective of the buyer and for use in a UK context. This document is also often referred to as a letter of intent, heads of agreement or memorandum of understanding. |
| Website data room rules: acquisitions Form of data room rules for use by the seller where either a company or assets are for sale by way of an auction process, and when the data room is to be accessed via the internet. For a form of data room rules using a physical data room see Standard document, Data room rules: acquisitions. |
| Retention account: bank instruction letter: acquisitions Joint letter of instruction from the parties' solicitors to the bank concerning the operation of a retention account established under the terms of an acquisition agreement. |
| Capital allowances fixtures election Provisions to be inserted in an asset purchase agreement or a sale contract of commercial property where a joint capital allowances election is to be made by the buyer and the seller to fix the amount paid for fixtures where that amount is part of a larger sum paid for an interest in land and buildings. To be used in conjunction with Standard document, Asset purchase agreement and contracts for sale of commercial property. |
| Letter of resignation (secretary) A standard form letter of resignation by a company secretary, acknowledging that there are no outstanding claims against the company. See also: Letter of resignation (director) |