Susan Singleton

Structured to reflect the process in practice, this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions. From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice. The 12th edition has been updated to include: - Merger law changes in the Digital Markets - Competition and Consumers Act 2024 - Company law changes in the Economic Crime and Corporate Transparency Act 2023 - Changes to taxation, including capital gains tax on business sales The book includes case law such as: - MDW Holdings Limited v James Robert Norvill, Jane Rosemary Norvill and Stephen John Norvill [2022] EWCA Civ 883 (deceit and warranties on sale of a business) - BTI 2014 LLC v Sequana SA [2022] UKSC 25 (directors' duties) - Secretary of State for Business and Trade v Barnsby [2023] EWHC 2284 (Ch) (directors' liability) - Decision Inc Holdings Proprietary Ltd v Garbett [2023] EWHC 588 (Ch) (warranties) It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Designed specifically to be a working guide, this is a complete resource for all issues related to joint ventures and shareholders' agreements. This title provides practitioners with the starting point in drafting joint venture documents and minimises the likelihood that a key issue, with potentially significant ramifications, will be overlooked. It identifies the central issues involved in joint venture transactions to ensure good drafting and includes precedents, case studies and checklists. The Seventh Edition includes:- Updates on the implementation of the National Security and Investment Act 2021 and Investment Security Unit (ISU) of the Cabinet Office including more than 1000 notifications under the legislation and 2024 proposed changes to the regime- Changes to tax law arising from the latest Finance Acts- Changes to transparency and overseas' entity legislation and new Companies House changes (2024) in the Economic Crime and Corporate Transparency Act 2023- New case law on warranties and indemnities, liability and duties including- Digital access to the precedents: these are available for you to download, adapt and use in your contracts whilst following the commentary guidance. Written by a renowned expert in this area of law, the new edition is an invaluable resource for commercial lawyers, company lawyers, in-house counsel, accountants, company secretaries, company directors, competition law practitioners, employment law practitioners and tax practitioners. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Commercial Contracts: A Practical Guide to Standard Terms is an essential resource for commercial contract drafters, providing useful background and detailed advice on the law surrounding a wide range of agreements, and assisting the drafter in preparing watertight legal agreements. The Sixth Edition is fully updated to include: - Implications of force majeure and material adverse change - Revised Incoterms 2020- Impact of sanctions on imports and exports- Smart legal contracts- Consumer reforms for online shopping- Liability and exclusion clauses- Contractual interpretation- Commission payments and success fees- The Electronic Trade Documents Act 2023- Impact of the Digital Markets, Competition and Consumers Act 2024It includes expert guidance on Business-to-Business and Business-to-Consumer agreements, providing you with an excellent tool for drafting commercial contracts. This book also includes online access to downloadable precedents. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

How has the UK’s version of the EU General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 affected important aspects of software contract negotiation? Where do EU and UK laws now diverge in this field since Brexit and what effect does this have on software contracts? The Sixth Edition of this title provides answers to these questions, alongside updated negotiating principles and necessary licensing provisions. Readers have access to 32 downloadable precedents, ranging from professional services agreements to software licence agreements to shrink-wrap licences. Precedents and guidance are commercially focused to provide the reader with an opportunity to enhance negotiation skills via useful and practical tips. Providing an up to date analysis of a myriad of new e-commerce, data protection and related legislation and case law and sample contracts/precedents, this book allows legal professionals and business advisers to understand the full range of software contracts, from both the supplier and customer viewpoints. This title is included in Bloomsbury Professional's Intellectual Property and IT online service.

Buying and Selling Insolvent Companies and Businesses aims to be a comprehensive guide to its readers, being useful to insolvency practitioners and other professionals involved in insolvency, including lawyers, accountants, company directors and company secretaries. It is also of use to potential investors and their advisers as well as being of interest to students who may wish to specialise in insolvency. The new third edition has been updated to include: - Corporate Insolvency and Governance Act 2020 which brought in a new moratorium procedure and restructuring plan as permanent measures in response to COVID-19- the impact of Brexit on insolvency laws- the impact of the significant rise in the use of company voluntary arrangements- the new Pensions bill, which will have an impact on advisors to insolvent companiesThis title is included in Bloomsbury Professional's Company and Commercial Law and Insolvency Law online services.

Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions. From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice. The 11th edition has been updated to include:- Impact of Brexit in 2020 including on merger law and notifications- "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice- Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from £10m to £1mCase law such as: - Stobart Group Limited and Anor v. William Stobart and Anor [2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements) - 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement)- Triumph Controls UK Limited v Primus International Holding Company [2019] EWHC 565 (TCC) (breach of warranty)- Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [2018] EWCA Civ 23 (tax warranty claim)It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Baffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand. Helping you to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using precedents, case studies and checklists. Now covers:Brexit 2020 and its impact on competition law, UK and EU;Changes to tax aspects arising from the latest Finance Acts;New case law such as - Guest Services Worldwide Ltd v. Shelmerdine [2020] EWCA Civ 85 (CA) (non-competition clauses in shareholders' agreements) and Global Corporate Limited v. Hale [2018] EWCA Civ 2618 (CA) (when payments to a director/shareholder were dividends) Key content includes:Preliminary considerations:A discussion of the nature of joint ventures and shareholders' agreements; Financing the venture; Tax and accounting considerations for UK corporate joint ventures; Regulatory matters; Employment and pension issues. Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements:Deadlock and minority protection; Voting rights and board representation; Restrictive covenants. Joint ventures and shareholders' agreements in practice:Articles of association; Transfers of assets; EU and UK Competition law including Brexit issues. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Since the last edition ten years ago the pace of technological and legal change has stepped up even more than before with previous editions. New legislation is in force such as the General Data Protection Regulation (GDPR) and UK Data Protection Act 1998 and from 1 January 2021 "UKGDPR". The UK Information Commissioner has been looking closely at "Ad Tech" and what has become known as "big data" and how data are gathered on-line. Intellectual Property law in the ecommerce area has also changed. There is a very recently agreed new EU copyright directive which is due to be implemented in the 27 EU member states (but not the UK) in 2021. The post-Brexit transition period expired on 31 December 2020 which has implications for the application of ecommerce law in a number of different areas which are all addressed in the new addition. The 2010 EU vertical regulation and guidelines have recently been built on with the EU "geo-blocking" regulation and the related EU Commission's initiatives in relation to ecommerce in the anti-trust area. In 2020 the UK implemented changes in relation to EU law in the revised 2018 Audiovisual Media Services Directive (AVMS) through the Audiovisual Media Services Regulations 2020 which are addressed in the new edition as post-Brexit the UK is retaining this legislation. Other updates include the distance selling legislation in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015 which came into force since the last edition. This title is included in Bloomsbury Professional's Intellectual Property and IT online service.

If you want to learn how to find the right nursing home for your loved one, then get "How To Find a Nursing Home" written by someone with real life experience in this topic. How to Find a Nursing Home is a 'must read' for anyone, who is facing the issue of placing a loved one in a nursing home. In this practical guide, an elder law attorney gives you step by step information about how to make the best decisions for your loved one. This guide includes: - an informative overview which explains how individuals, professional caregivers, and geriatric care managers, will benefit from this guide.- An explanation of why it is important to conduct your research and have a plan before your loved one needs care.- a Nursing Home Worksheet which helps you answer the important medical and financial questions about your loved one before you begin researching for your loved one; which will help you to save time and narrow down the available options.- an in depth discussion about finances and how to gauge how long your loved ones' assets will last.- insightful information about how to choose a nursing home based upon location, cleanliness, state rating, activities, meals, in-facility doctor access, staff to patient ratio and, costs.- specific sources and resources for researching, rating, and comparing nursing home facilities, based upon the types of care your loved one needs.- a step by step process for conducting a site visit of the nursing home facilities you are considering.- information about the types of legal documents your loved one should consider, and discuss with an elder law attorney, before becoming a nursing home resident.- a straightforward discussion about your rights as a loved one, and how to avoid being personally responsible for your loved ones nursing home bills.- an overview of some common medical issues which may arise while your loved one is a resident, health care directives, and 'Do Not Resuscitate' (DNR) documents. HowExpert publishes quick 'how to' guides on all topics from A to Z by everyday experts.