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View the related checklists about Acquisition

Option agreements—acting for the buyer—checklist

Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...

Charity land acquisition and disposal—checklist

Charity land acquisition and disposal—checklist Before and during the acquisition and disposal of land, trustees have a number of matters they should consider. Before acquisition • consider the purpose of the acquisition, eg is it functional, investment or for purposes • whether the trustees are agreed that the acquisition is necessary to further the aims of the charity and it is the interests of the charity to do so • ensure there is power in the governing instrument to acquire the land, and if not, on what basis can they legally justify the purchase • determine if the transaction needs to be financed and, if so, how • decide if the property is to be acquired in the names of the trustees or, perhaps, vested in the Official Custodian • consider the VAT status—where the seller/landlord has opted to tax or made a real estate election or the property id under three years old, an acquisition may not make sense unless: ◦ the supply will be zero-rated because the property...

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What rate of SDLT applies to my transaction?—Flowchart

What rate of SDLT applies to my transaction?—Flowchart This Flowchart assists with establishing which rate of stamp duty land tax (SDLT) applies to a transaction. There are various rates of SDLT that can apply to acquisitions of different types of property (residential, non-residential (commercial property) or mixed use property). This Flowchart should be read in conjunction with Practice Note: Rates of SDLT. This Flowchart assumes that: • the purchaser is acquiring one property and that the acquisition is not linked to any other transaction. For more on linked transactions see Practice Note: SDLT chargeable consideration—Linked transactions • no relief from SDLT applies to the transaction. For more on reliefs from SDLT, see Practice Note: SDLT—general reliefs and exemptions, and • to the extent that the property being acquired is residential: ◦ the acquisition is of a major interest in a dwelling that is not subject to a long lease and the consideration is £40,000 or more. For the meaning of major interest see Practice Note: Higher rates of...

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Reporting on the findings of the due diligence review in a private equity buyout transaction

Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...

Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

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Application letter—deferral of SDLT on contingent or uncertain consideration

Application letter—deferral of SDLT on contingent or uncertain consideration [ To be printed on headed notepaper of applicant including full contact details ] HMRC SDLT Deferment Applications [[insert relevant HMRC address]] United Kingdom Dear HMRC Deferral of stamp duty land tax (SDLT) [Insert name of purchaser] UTRN: [insert UTRN of form SDLT1 tax return if already prepared] [We OR I] write to apply for deferral under section 90 of the Finance Act 2003 in respect of SDLT due on [the acquisition disclosed by the above SDLT1 return OR an acquisition of a chargeable interest by [name of purchaser]]. Details of the transaction and the deferral sought are set out in the table below in accordance with HMRC guidance provided in SDLTM50910. The effective date of the transaction [was [insert date] OR has not yet passed but is expected to occur [before [insert date] OR on or around [insert date]]. This application is submitted before completion to maximise the time available for you to consider...

Performance appraisal and personal development plan—L&D manager

Performance appraisal and personal development plan—L&D manager Name [Insert appraisee’s name] Current manager [Insert appraiser’s name] Position/title department [Insert appraisee’s job title] Current personal development plan (PDP) year [Insert year] Department [Insert appraisee’s department] Date of appraisal [Insert date] Appraisal conducted in person? ☐ Yes☐ No Aim of the meeting • To understand your personal aspirations • To provide feedback about your level of performance • To plan your future with us, ensuring we are supporting your career development • To set and agree objectives aligned with the strategic aims of the firm What the meeting will cover • Part 1: Performance against personal objectives • Part 2: Performance against core skills • Part 3: Assessment of overall performance • Part 4: Future aspirations • Part 5: Future personal objectives • Part 6: Personal development plan Preparation for appraisal meeting Please review and complete sections 1 to 4 in advance of the meeting. This includes your assessment of your progress and performance rating. Provide a copy...

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Can a company pay for or indemnify one of its directors in relation to a fine which has been imposed on such director following civil or criminal proceedings?

Can a company pay for or indemnify one of its directors in relation to a fine which has been imposed on such director following civil or criminal proceedings? We assume in this Q&A that the company is a private company limited by shares. A company is generally prohibited from indemnifying its directors against any liability in connection with any negligence, default, breach of duty or trust in relation to the company (section 232(1) of the Companies Act 2006 (CA 2006)). However, directors can be protected from liability by the acquisition and maintenance of insurance by the company for its directors against liabilities and by the company giving qualifying indemnities to its directors against certain liabilities (CA 2006, s 232(2)). Accordingly, a company may purchase a directors’ and officers’ insurance policy (D&O policy) to protect a director from liability (CA 2006, s 233). A D&O policy covering the liabilities of directors is a commercial product. The range of cover will depend on the terms negotiated with the...

What can non-UK domiciled individuals who are resident in the UK and currently unable to leave because of travel restrictions, do to avoid acquiring a deemed UK domicile for UK tax purposes?

What can non-UK domiciled individuals who are resident in the UK and currently unable to leave because of travel restrictions, do to avoid acquiring a deemed UK domicile for UK tax purposes? An individual who is not otherwise domiciled in the UK will become deemed domicile for inheritance tax (IHT), income tax and capital gains tax (CGT) purposes if they were resident in the UK for at least 15 of the 20 tax years immediately preceding the relevant tax year—see Practice Note: Deemed domicile for tax from 6 April 2017. ‘Residence’ is to be determined as for the purposes of income tax. Therefore, the statutory residence test (SRT) can be used only from 2013–2014 onwards. For more information on the SRT, see Practice Note: Residence after 5 April 2013. The start date for acquisition of 15-year deemed domicile is 6 April in the tax year after the 15/20-year test is satisfied. Individuals who became resident in the 2005–2006 tax year and have been continuously resident since then, will become...

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UK Competition law—daily round-up (02/05/2025)

A round-up of UK competition law developments, including the latest UK merger control developments.

EU Competition law—daily round-up (02/05/2025)

A round-up of EU competition law developments, including the latest EUMR developments.