Legal Due Diligence Enquiries (Share Or Asset Sale)
These Legal Due Diligence Enquiries (Share or Asset Sale) can be used by the Buyer’s solicitor to investigate the company to be purchased and report back to the Buyer before a legally binding agreement is signed. This is especially important because when a Buyer buys the shares of a company, they will acquire all the liabilities of the company together with the assets. By contrast, in a Business Sale, the Buyer can “cherry pick” the assets and liabilities it wishes to acquire. Furthermore, the principle of caveat emptor (buyer beware) applies to Share Sales. A Seller is not under any legal obligation to disclose relevant information unless it is deemed to be a misrepresentation or a breach of a term in a contract. For this reason, the Buyer will want to conduct a full investigation of the company to be purchased. The due diligence process will also determine the warranties and indemnities that are included in the Share Sale Agreement. But the warranties and indemnities should only be relied on as a last resort and not as a substitute for a full investigation.
Data Protection enquiries are included at clause 13 but more detailed enquiries may be appropriate if there are particular concerns regarding data protection issues. This clause has been updated to include an appropriate reference to GDPR.
The Property enquiries at clause 12 are very brief. More detailed property enquiries should follow depending on the nature of the Company’s property interests.
Clause 14 (Competition) may be deleted if irrelevant but, if there are likely to be serious competition law issues, more detailed enquiries will be required.
These Legal Due Diligence Enquiries (Share or Asset Sale) are in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
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