WS 5 Guide

MERGERS AND ACQUISITIONS LAW AND PRACTICE
Unit 5
Guide
Conditional Contracts and Completion
Context
The primary aim of this Unit is to provide you with both the knowledge and skills to
project manage the documentation and procedures required to complete an
acquisition.
This Unit concludes the Project Beta case study for the proposed acquisition of the
entire issued share capital of Alphacom Limited by looking at the documentation
needed to complete the acquisition successfully (known as “Closing” or
“Completion”). It will also demonstrate the terms to be included within a SPA if there
is a gap between the signing of the SPA (also known as “Exchange”) and the
Completion of the acquisition.
An important part of a junior lawyer’s role in any acquisition is to help organise the
large amount of documentation involved in a transaction. The firm will want to make
sure the Completion meeting runs smoothly. Although the Completion Agenda will
have been agreed by senior staff, the organisation of the actual paperwork is often
left to junior lawyers and trainees who need to know what the documentation is and
when it will be required. Senior members of staff will be relying on the junior lawyers
and trainees to ensure the meeting runs with the correct documentation, in the right
order and without any omissions or last minute changes.
Outcomes
By the end of this Unit you should be able to:
1. Advise on the provisions to be included in a SPA to protect both a buyer and a

seller following Exchange of contracts where a delay is expected before
Completion.
2. Understand the procedural steps and documentation required to complete the

acquisition of the entire issued share capital of a private limited company.
3. Understand which resolutions would be required, and the administrative steps

to be followed at and following a completion board meeting of the target.
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Unit Workshop Tasks
In this Unit Workshop you will be responsible for:
1. Reviewing the additional requirements needed in the SPA to protect both the
buyer and the seller(s) where the acquisition is conditional on the occurrence of
other events.
2. Finalising a Completion Agenda and undertaking the required steps to

successfully complete the Project Beta transaction.
3. Considering which resolutions would be required, and the administrative steps

to be followed at and following a completion board meeting of the target.
Preparation
To prepare for this Unit Workshop you should:
1. Read Chapter 7 of your Acquisitions textbook.
2. Read the PL practice note: “Exchange and completion: share purchases”

(resource ID: 7-107-3761) which you can access via the Practical Law website
on Elite. Ensure you have logged into Practical Law before accessing this link.
The link is available via the Library https://library.law.ac.uk/.
https://uk.practicallaw.thomsonreuters.com/7-107-3761
3. Revise the company law requirements for the execution of documents by

companies found in ss44-46 Companies Act 2006.
4. Read the PL practice note: “Execution of deeds and documents” which you can
access via the Practical Law website on Elite which incorporates the City of
London Law Society guidance on the execution of documents at ‘virtual’
signings (dated 23 February 2010) which was drafted as a result of the decision
in Mercury Tax Group v HMRC [2008] EWHC 272.
5. Complete the Test and Feedback for Unit Workshop 5 (Preparation).
6. Complete Preparatory Tasks 1 and 2.
Materials required for the Unit Workshop
1. Your notes on Preparatory Tasks 1 and 2.
2. Your notes on the preparatory reading.
3. Your Acquisitions textbook.
4. The Project Beta case study.
© The University of Law Limited 342 736327777.docx

Consolidation after Unit Workshop
It is important that you consolidate your learning. In particular you should:
1. Complete the Test and Feedback for Unit Workshop 5 (Consolidation).
2. Complete the Consolidation Task that requires you to amend a set of precedent
board meeting minutes for the target’s completion board meeting.

UNIT 5
PREPARATORY TASK 1
For the purpose of this Preparatory Task only please assume that the proposed
acquisition of the shares of Alphacom Limited has been referred to the Competition
and Markets Authority (“CMA”) which has initiated a Phase 2 reference for an inquiry
into whether the proposed transaction will result in a substantial lessening of
competition within the digital advertising market in the UK. The parties have decided
to proceed with the signing of the SPA for the proposed acquisition, pending the
results of the CMA’s review.
Your supervising solicitor has provided you below with extracts from a template
containing relevant provisions that provide for conditional Completion. Before making
appropriate amendments to the SPA used in the Alphacom deal, your supervising
solicitor wants to check that you understand how the template provides for
conditionality and the protection of the Buyer’s interests.
Please answer the following questions:
1. Which of the conditions set out in the template is/are relevant to this
transaction? What changes would need to be made to any relevant conditions
in the template (i.e. which parts of any relevant conditions would you keep,
amend or discard)?
2. How does the template provide for the fulfilment of such conditions and the
release of the parties to the SPA should such obligations remain unfulfilled?
3. How does the template protect the Buyer against the risk of any change in the
circumstances of the target company arising in the period between the date of
the signing of the SPA and Completion?
4. How might the advisors to the Sellers react to the provisions within the template
referred to in Question 3 above, and what amendments might they propose in
response?
Where appropriate, your answers should refer to the relevant part of the template but
you are not required to undertake any drafting for this task.

DISCLAIMER
This document is both confidential and subject to copyright. It should not be copied,
reproduced, distributed or passed to any other person in whole or in part.
This document is for teaching and learning purposes only. It has been created by
The University of Law from a precedent from the Practical Law Company. It does
not constitute the provision of any advice by the Practical Law Company or The
University of Law. It does not purport to be comprehensive or to contain all the
information that may be needed for a particular transaction or matter. Furthermore
it may contain deliberate errors and/or omissions. It is not a substitute for legal or
other advice and must not be used as a precedent in any circumstances.
EXTRACTS FROM A TEMPLATE CONDITIONAL SALE AND PURCHASE

AGREEMENT
Additional definitions
Conditions: the conditions to Completion, being matters set out in Schedule 3.
Interim Period: the period from (and including) the date of this Agreement up to (and
including) Completion or, if earlier, the termination or rescission of this Agreement in
accordance with its terms.
Longstop Date: [6.00pm on] [DATE] or such later [time and] date as may be agreed
in writing by the Buyer and the Sellers.
2 CONDITIONS
2.1 Completion of this Agreement is subject to and conditional upon the

Conditions in paragraph [ ] to paragraph [ ] (inclusive) of Schedule 3
being satisfied (or waived by the Buyer in accordance with clause 2.6) on
or before the Longstop Date.
2.2 If any of the Conditions are not satisfied in accordance with clause 2.1,
then unless each unfulfilled Condition is waived by the Buyer pursuant to
clause 2.6, this Agreement shall terminate and cease to have effect on the
Longstop Date except for:
2.2.1 the provisions referred to in clause 2.3; and
2.2.2 any rights, remedies, obligations or liabilities of the parties that have
accrued up to the date of termination, including the right to claim
damages in respect of any breach of the Agreement which existed
at or before the date of termination.

2.3 On termination of this Agreement in accordance with clause 2.2 or clause
6.4.1, the following clauses shall continue in force:
2.3.1 Clause 1 (Interpretation);
2.3.2 Clause 2.2 and this clause 2.3;
2.3.3 Clause 10 (Confidentiality);
2.3.4 Clause 13 (Entire Agreement);
2.3.5 Clause 14 (Variation and Waiver);
2.3.6 Clause 15 (Costs);
2.3.7 Clause 16 (Notices); and
2.3.8 Clause 24 (Governing Law and Jurisdiction).
2.4 The Sellers and the Buyer shall use [best] [reasonable] endeavours to
procure (so far as it lies within their respective powers so to do) that the
Conditions are satisfied as soon as practicable and in any event no later
than the Longstop Date.
2.5 The Buyer and the Sellers shall co-operate fully in all actions necessary to
procure the satisfaction of the Conditions including (but not limited to) the
provision by the parties of all information reasonably necessary to make
any notification or filing [that the Buyer deems to be necessary or as]
required by any relevant authority, keeping the other parties informed of
the progress of any notification or filing and providing such other
assistance as may reasonably be required.
2.6 The Buyer may, to such extent as it thinks fit (in its absolute discretion)
and is legally entitled to do so, waive any of the Conditions in paragraphs [
] of Schedule 3 by notice in writing to the Sellers.
4. COMPLETION
4.1 Completion shall take place on the Completion Date at the offices of the
Buyer's Solicitors (or at any other place as may be agreed in writing by the
parties).
4.2 In this Agreement, Completion Date means [DATE], unless:

4.2.1 the Conditions have not been satisfied (or waived by the Buyer in
accordance with clause 2.6) on or before that date, in which event
the Completion Date shall be:
4.2.1.1 the second Business Day after all the Conditions have
been satisfied or waived; or
4.2.1.2 any other date agreed in writing by the Sellers and the
Buyer.

4.3 The Sellers shall, at all times during the Interim Period, comply with their
undertakings and obligations set out in Part 1 of Schedule 5.
4.4 At Completion:
4.4.1 the Sellers shall:
4.4.1.1 deliver or cause to be delivered to the Buyer the
documents and evidence set out in Part 2 of Schedule 5;
4.4.1.2 procure that a board meeting of the Company and each
of the Subsidiaries is held at which the matters set out in
Part 3 of Schedule 5 are carried out; and
4.4.1.3 deliver any other documents referred to in this Agreement
as being required to be delivered by the Sellers; and
4.4.2 the Buyer shall (subject to the Sellers complying with their
obligations in clause 4.4.1):
4.4.2.1 pay the Completion Payment in accordance with clause
4; and
4.4.2.2 [deliver to the Sellers a certified copy of the resolution
passed by the shareholders of the Buyer approving the
Transaction; and]
4.4.2.3 deliver to the Sellers a certified copy of the resolution
adopted by the board of directors of the Buyer approving
Completion and the execution and delivery of any
documents to be delivered by the Buyer at Completion.
4.5 If the Sellers fail to comply with their obligations in clause 4.3 or clause
4.4.1 in any material respect, the Buyer may (without prejudice to any
other rights or remedies it has):
4.5.1 proceed to Completion; or
4.5.2 defer Completion (on one occasion only) to a date no more than 28
days after the date on which Completion would otherwise have
taken place; or
4.5.3 terminate this Agreement by notice in writing to the Sellers.
5. [TERMINATION – MATERIAL ADVERSE EFFECT
Without prejudice to Clause 4.5 or to Clause 6.3, if any event shall occur
(other than an event constituting or giving rise to a breach of any of the
Seller’s Warranties) which has or is likely to have a material and an
adverse effect on the turnover, profitability, financial or trading position or
prospects of the Group, [not being an event affecting or likely to affect
generally all companies carrying on similar businesses in countries in
which they carry on business,] the Buyer shall be entitled, prior to
Completion, by notice in writing to the Seller to terminate this Agreement
[but the occurrence of such an event shall not give rise to any right to
damages or compensation]. For the purposes of this Clause, “a material
and an adverse effect” means [ ].]
6. WARRANTIES
6.1 The Warranties are deemed to be repeated on each day of the Interim
Period, up to and including the Completion Date, by reference to the facts
then existing. Any reference made to the date of this Agreement (whether
express or implied) in relation to any Warranty shall be construed, in
connection with the repetition of the Warranties, as a reference to the
date of such repetition.
6.2 The Sellers shall ensure that neither the Company nor any of the
Subsidiaries does anything during the Interim Period which would be
[materially] inconsistent with any of the Warranties, breaches any
Warranty or causes any Warranty to be untrue or misleading.
6.3 If at any time during the Interim Period the Sellers (or any of them)
become aware that a Warranty has been breached, is untrue or is
misleading, or have a reasonable expectation that any of those things
might occur, they shall immediately:
6.3.1 notify the Buyer of the relevant occurrence in sufficient detail to
enable the Buyer to make an accurate assessment of the situation;
and
6.3.2 if requested by the Buyer, use their [best endeavours] to prevent or
remedy the notified occurrence.
6.4 If at any time during the Interim Period it becomes apparent that a
Warranty has been breached, is untrue, or is misleading the Buyer may
(without prejudice to any other rights or remedies it has):
6.4.1 terminate this Agreement by notice in writing to the Sellers; or
6.4.2 proceed to Completion.

Schedule 3: Conditions
(1) [SHAREHOLDER CONSENT

The passing at a duly convened general meeting of the Buyer, of a resolution
to approve the acquisition of the Shares.]
(2) [EU MERGER CONTROL

Where the Transaction constitutes a concentration with a Community
dimension within the meaning of Council Regulation (EC) 139/2004 as
amended,[either:]
(a) [the Buyer receiving confirmation from the European Commission in
terms satisfactory to it that, despite the Transaction constituting such a
concentration, the European Commission has decided not to oppose
the concentration and has [unconditionally] declared it compatible with
the Internal Market] [; or
(b) [the Buyer receiving confirmation from the European Commission in
terms satisfactory to it that, despite opening proceedings in relation to
the Transaction, the Commission has declared it to be compatible with
the Internal Market [; or]
(c) [the Buyer receiving confirmation from the European Commission that
the Transaction will be declared to be compatible with the Internal
Market [, and proceedings will not be initiated OR whether before or
after initiating proceedings], on the condition that the Buyer gives
certain specified undertakings to the European Commission and the
terms of those undertakings being in all respects satisfactory to the
Buyer]; [ and/or]
(d) [the Buyer, having been told by the European Commission that the
Transaction (or any part of it) has been referred to the government,
regulatory body or competition authority of any EU member state,
receiving confirmation in terms satisfactory to it from that government,
regulatory body or competition authority that the Transaction has been
approved in accordance with the relevant national legislation of that
EU member state].]]
(3) [UK MERGER CONTROL
3.1 If the Buyer considers (whether or not as a result of receiving

confirmation to this effect from the European Commission) that the
Transaction does not constitute a concentration having a Community
dimension within the meaning of Council Regulation (EC) 139/2004 as
amended [or any subsequent legislation], [either:]
(a) [the Buyer being satisfied (whether or not as a result of receiving
confirmation from the Competition and Markets Authority) that the

Transaction does not constitute a relevant merger situation within
the meaning of Part 3 of the Enterprise Act 2002] [; or]
(b) [the Buyer receiving confirmation in terms satisfactory to it that
there will not be a Phase 2 CMA reference of the Transaction] [;
or]
(c) [the Buyer receiving confirmation in terms satisfactory to it that
there will not be a Phase 2 CMA reference of the Transaction,
subject to the acceptance of undertakings by the CMA under Part
3 of the Enterprise Act 2002 and the terms of those undertakings
are in all respects satisfactory to the Buyer] [; or]
(d) [completion of an inquiry following a Phase 2 CMA reference of
the Transaction pursuant to which the CMA makes a finding that
[either:]
(i) the Transaction is not expected to result in a substantial
lessening of competition within any market or markets in the
UK for goods or services [; or]
(ii) the Transaction may be expected to result in a substantial
lessening of competition within a market or markets in the UK
for goods or services but that the acceptance of specified
undertakings by the Buyer would have the effect of remedying,
mitigating or preventing that lessening of competition and the
terms of such undertakings are in all respects acceptable to
the Buyer]],]
[and, in addition to [paragraph 3.1(a), paragraph 3.1(b) paragraph 3.1(c),
or paragraph 3.1(d)] above, [either] the period specified in Rule 26 of the
Competition Appeal Tribunal Rules 2003 for making an application under
section 120 of the Enterprise Act 2002 for the review of a decision of the
CMA in relation to the Transaction having expired without any such
application being made [or, where such an application has been made,
the Competition Appeal Tribunal having dismissed such an application]].
3.2 [In this paragraph 3, a Phase 2 CMA reference means a reference by

the CMA to its chair for the constitution of a group under Schedule 4 to
the Enterprise and Regulatory Reform Act 2013.]]
(4) [OTHER CONSENTS AND CLEARANCES
4.1 The Buyer receiving confirmation in terms satisfactory to it that the

Transaction has been approved and no objections have been raised by:
[List: national competition authorities and national merger control rules in
any other countries where the transaction is to be notified.]
4.2 The grant, in terms satisfactory to the Buyer, of all those consents,
authorisations or similar clearances which:

(a) are required by any government, regulatory body or authority for
Completion; or
(b) in the reasonable opinion of the Buyer, are necessary or desirable
for Completion.]

Schedule 5: Completion
Part 1. Conduct between exchange and Completion
1. CONDUCT OF BUSINESS
The Sellers shall procure that at all times during the Interim Period, the
Company and the Subsidiaries shall carry on the Business in the normal
course and in the manner provided in Part 1 of this Schedule 5.
2. MATTERS SUBJECT TO BUYER'S CONSENT

The Sellers shall procure that except with the prior written consent of the
Buyer, the Company and each of the Subsidiaries shall not (and shall not
agree to):
(a) dispose of any material assets used or required for the operation of the
Business; or
(b) allot any shares or other securities or repurchase, redeem or agree to
repurchase or redeem any of its shares; or
(c) pass any resolution of its members; or
(d) appoint any person as a director; or
(e) enter into, modify or agree to terminate any Material Contract (as defined
in paragraph [ ] of Schedule [ ]); or
(f) incur any capital expenditure on any individual item in excess of £[ ]; or
(g) borrow any sum in excess of £[ ];or
(h) make any loan or cancel, release or assign any indebtedness owed to it
or any claims held by it, other than in the ordinary course of the
Business; or
(i) enter into any lease, lease-hire or hire-purchase agreement or
agreement for payment on deferred terms; or
(j) declare or pay any dividend or make any other distribution of its assets;
or
(k) make any [material] alterations to the terms of employment (including
benefits) of any of its Directors, officers or employees; or
(l) other than to the extent required to comply with a legislative requirement,
amend any agreements or arrangements for the payment of pensions or
other benefits on retirement to any of its current or former employees or
directors (or any of their dependants); or
(m) provide any non-contractual benefit to any Director, officer, employee or
their dependants; or
(n) dismiss any of its employees or employ or engage (or offer to employ or
engage) any person; or
(o) create any Encumbrance over any of its assets or its undertaking; or
(p) give any financial or performance guarantee, or any similar security or
indemnity; or
(q) commence, settle or agree to settle any legal proceedings relating to the
Business, or otherwise concerning the Company's Group, except debt
collection in the normal course of business; or
(r) grant, modify, agree to terminate or permit the lapse of any Intellectual
Property Rights or enter into any agreement relating to any such rights;
or
(s) pay any management charge to any Seller (or any person connected
with a Seller); or
(t) incur any liability to a Seller (or any person connected with a Seller),
other than trading liabilities incurred in the normal course of the
Business; or
(u) enter into any agreement (or modify any subsisting agreement) with any
trade union, or any agreement that relates to any works council; or
(v) vary the terms on which it holds any of the Properties or settle any rent
review; or
(w) make any material change to the accounting procedures or principles by
reference to which its accounts are drawn up; or
(x) permit any of its insurance policies to lapse or do anything which would
reduce the amount or scope of cover or make any of its insurance
policies void or voidable.
3. SELLER'S OBLIGATIONS
At all times during the Interim Period, the Sellers shall:
(a) use their [best] [reasonable] endeavours to maintain the trade and trade
connections of the Company and the Subsidiaries;
(b) give to the Buyer, as soon as possible, full details of any material change
in the Business, financial position or assets of the Company or any of the
Subsidiaries;
(c) promptly provide the Buyer, its agents and representatives with such
information relating to the business and affairs of the Company's Group,
and such access to its books and records, as the Buyer may reasonably
require from time to time; and
(d) not induce, or attempt to induce (whether directly or indirectly), any of the
employees of the Company's Group to terminate their employment.

PREPARATORY TASK 2
In completing this Preparatory Task 2, you should refer to the accumulated facts in
relation to the proposed acquisition of the entire issued share capital of Alphacom
Limited, including the points raised in due diligence (see your materials for Unit
Workshop 2).
Remember that Preparatory Task 1 was a stand-alone task. For the purposes of
this Preparatory Task 2 and the Unit Workshop tasks, you should assume that
the acquisition of Alphacom Limited by Rethink Limited will proceed on the
basis that Exchange & Completion are simultaneous.
Your instructions
Part 1
 Review your materials from Unit Workshop 2 and make a short note of any
outstanding due diligence matters which would need to be dealt with on or
before Completion. Your note should include your suggestions for possible
solutions to these matters.
 Apply your reading of the PLC note “Exchange and completion: share
purchases” (resource ID: 7-107-3761) and make a short note of any potential
issues that may affect the timing and order of events before/at Completion. (For
these purposes, note that Rethink Limited will be obtaining finance for the
acquisition through a new loan facility from its bank, DSB Bank plc, which has
its own lawyers acting on the financing.)
 Research the possible use of electronic signatures. You should appreciate that
there are practical issues when contemplating the use of electronic signatures
and possible complications relating to deeds. This should be high level research
to gain a basic understanding of this area (you do not need to know technical
details of how the various signing platforms work).
Part 2
 Read the further information below that your supervising solicitor has sent to
you concerning Project Beta. Does this reveal anything that may impact upon
the notes you made for Part 1 of this task?
 Briefly review the attached precedent Completion Agenda which many lawyers
use as a guide to help them through the completion process. The Completion
Agenda acts as an overview of the actions and/or documentation required
before, during and after Completion, and which party is responsible for each
action / document. (The sections of the Completion Agenda specifying the
documents to be signed and/or delivered at Completion can then be used as
the basis for the Completion Schedule in the SPA, where such documents are
listed.)
In the Unit Workshop, you will use all of the information you have gathered in this
Preparatory Task 2 to complete the Completion Agenda for Project Beta. To assist
you, a Word version of the Completion Agenda document is available on Elite.

Further information relevant to Part 2 above
 The provision of funds to complete the acquisition is not dependant on any further
banking security arrangements. The integration of Alphacom Limited and its
subsidiary within Rethink Limited’s intra-group banking arrangements will be
undertaken after Completion.
 In particular, Alphacom Limited’s existing banking arrangements will be

discontinued and obligations taken over by Rethink Limited’s bank, DSB Bank plc.
 Gandover Holdings Limited’s shareholding in Alphacom Limited is subject to a

fixed and floating charge held by ABC Bank plc over the assets of Gandover
Holdings Limited (including its shares in Alphacom Limited). ABC Bank plc has
agreed to release the Alphacom shares from the fixed and floating charge at
Completion.
 There is a separate Tax Indemnity providing indemnities in an agreed form in

relation to any taxation obligations incurred by Alphacom Limited prior to
Completion.
 Alphacom Limited’s auditors will resign at Completion and unaudited

management accounts will be delivered to Rethink Limited.
 Alphacom Limited’s accounting reference date will remain unchanged.
 Alphacom Limited’s registered office will be changed to Rethink Limited’s

registered office.
 Alpahcom Limited has entered into a new software licence with Bluewave Limited
which is conditional upon the Completion of the purchase of Alphacom Limited.
 Payment will be in cash by electronic transfer.
 Kalusha Chitalu, Simon Forster and Sarah Gardner will all attend the Completion
meeting in person.
 Kalusha Chitalu will also attend as the appointed representative of Silvertree

Trustees Limited and has been duly authorised by the Trust to complete the sale.
 Simon Forster will also attend as the duly authorised representative of Gandover
Holdings Limited for the sale.
 For Rethink Limited, John Harcastle has been appointed the duly authorised
representative. Unfortunately, John and Adrian Sugden (Rethink Limited’s
Finance Director, who is joining the boards of Alphacom Limited and Alphacom
Research Limited) will be on unavoidable business in the US and can no longer
attend the Completion in person. They will, however, have access to a phone and
a networked computer with a scanner.

 At Completion, John Harcastle and Adrian Sugden will be appointed as directors
of both Alphacom Limited and Alphacom Research Limited with service contracts.
Adrian Sugden will be appointed secretary of both companies.
 Kalusha Chitalu and Simon Forster will remain in their existing positions as
directors of Alphacom Limited and Alphacom Research Limited respectively and
will enter into new service contracts with Alphacom Limited. Further to Adrian’s
appointment as secretary for both companies, Kalusha will resign from that
position.
 It has now been agreed (by mutual consent) that Sarah Gardner will resign as an
officer of Alphacom Limited with waivers under deed from any employment
claims.
 At Completion, Alphacom Limited will adopt Model Articles of Association

amended to be suitable for a wholly owned private limited subsidiary (assume for
the purposes of this Task that Alphacom Research Limited already has Model
Articles of Association in a suitable form).

DISCLAIMER
This document is both confidential and subject to copyright. It should not be copied,
reproduced, distributed or passed to any other person in whole or in part.
This document is for teaching and learning purposes only. It has been created by
The University of Law from a precedent from the Practical Law Company. It does
not constitute the provision of any advice by the Practical Law Company or The
information that may be needed for a particular transaction or matter. Furthermore
it may contain deliberate errors and/or omissions. It is not a substitute for legal or
COMPLETION AGENDA FOR THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF
[COMPANY] LIMITED
Capitalised terms used in this agenda shall have (unless otherwise stated) the same
meanings that are given to them in the agreement to be made between [NAME OF
SELLERS] and [NAME OF BUYER] for the sale and purchase of the entire issued
share capital of [NAME OF TARGET COMPANY] (Share Purchase Agreement).
KEY: PARTIES AND ADVISORS
Party Abbreviation
[NAME OF SELLERS] Sellers
[NAME OF BUYER] Buyer
[NAME OF TARGET Company
COMPANY]
[NAME OF SUBSIDIARY] [ADD ABBREVIATION]
[NAME OF SELLERS’ [ADD ABBREVIATION]
SOLICITORS]
[NAME OF BUYER'S [ADD ABBREVIATION]
SOLICITORS]
A. DOCUMENTS SIGNED AND DELIVERED AT COMPLETION
Document Responsibility Signed by

[Two] engrossments of the Sellers, Buyer
Share Purchase Agreement
[Two] engrossments of the Sellers, Buyer

Disclosure Letter
[Two] copies of the Sellers, Buyer

Disclosure Bundle
Stock transfer form(s) in Sellers

respect of the Sale Shares

The share certificate(s) for Seller N/A
the Sale Shares in the name
of the Sellers
[Indemnity for any lost share Sellers

certificate(s)]
Any waivers, consents or [Sellers OR [NAME

other documents required to OF HOLDER OF
enable the Buyer to be RELEVANT RIGHT]]
registered as the holder of
the Sale Shares
Letters of resignation [NAME[S] OF

executed as a deed from RESIGNING
each of the directors of the DIRECTORS]
Company
[Letter of resignation [NAME OF

executed as a deed from the RESIGNING
company secretary of the SECRETARY]
Company]
Letters of resignation [NAME[S] OF

executed as a deed from all RESIGNING
of the directors of [each OR DIRECTORS]
the] Subsidiary
[Letter[s] of resignation [NAME[S] OF

executed as [a] deed from RESIGNING
the company secretary of SECRETARY]
[each OR the] Subsidiary]
[Letter of resignation from [NAME OF

the auditor of the Company AUDITORS]
and [each OR the]
Subsidiary, including the
statement required under
section 519 of the
Companies Act 2006]
Completion board minutes of [NAME OF

the Company COMPANY'S
CHAIRMAN]
Completion board minutes of [NAME[S] OF
[each OR the] Subsidiary SUBSIDIARY
CHAIRMAN]
[In relation to each of the [NAME OF LENDER]
charges, mortgages,
debentures and guarantees
to which the Company or

[any OR the] Subsidiary is a
party:
· A discharge or release in
agreed form, duly
executed by the relevant
security holder
· If applicable, a duly
completed and executed
Form MR04 (Statement
of satisfaction in full or in
part of a charge) or
MR05 (Statement that
part or the whole of the
property charged (a) has
been released from the
charge (b) no longer
forms part of the
company's property]
B. ITEMS TO BE DELIVERED AT COMPLETION
Document/item Responsibility
Certificate of incorporation, [Sellers OR [SELLERS’
certificate of incorporation on change SOLICITORS]]
of name, common seals, share
registers, share certificate books and
all other statutory registers and
minute books of the Company and
[each OR the] Subsidiary, duly
written up to the time of Completion
Share certificates for all the issued [Sellers OR [SELLERS’

shares in the capital of [each OR SOLICITORS]]
the] Subsidiary
[[Certified copy of the OR The [Sellers OR [SELLERS’

original] power of attorney under SOLICITORS]]
which any of the documents to
executed and delivered by the
Sellers at Completion are signed.]
[[Certified copy of the OR The [Buyer OR [BUYER'S

original] power of attorney under SOLICITORS]]
which any of the documents to
executed and delivered by the Buyer
at Completion are signed]
In relation to the Company and [each [Sellers]

OR the] Subsidiary statements from
each bank at which [any OR either]

of those companies has an account,
giving the balance of each account
at the close of business on the last
Business Day before Completion
All title deeds and other documents [Sellers]

relating to the Properties
Any papers or other documents [Sellers]

relating to the Company or [any OR
the Subsidiary] that are in the
Sellers’ possession
Certified copy of the board [Buyer OR [BUYER'S

resolutions of the Buyer approving SOLICITORS]]
the transaction and authorising
execution of the documents to be
signed and delivered by the Buyer at
Completion
Certified copy of the board [Sellers OR [SELLERS’

resolutions of the Seller[s] approving SOLICITORS]]
the transaction and authorising
execution of the documents to be
signed and delivered by the Seller[s]
at Completion
[Agreed form press release] [Buyer, Sellers]
Purchase price of [AMOUNT] to be Buyer [and [BUYER'S

paid by electronic transfer to SOLICITORS]]
[DETAILS OF SELLERS’
SOLICITORS ACCOUNT]
C. POST-COMPLETION MATTERS
Post completion task Responsibility

Make agreed press announcement Buyer [and Sellers]
Notify customers and suppliers of Buyer/Company/Subsidiar[y][ies]

completion of the Transaction
Make any agreed employee Buyer/Company/Subsidiar[y][ies]

announcement
Within 30 days of completion, submit Buyer

stock transfer form(s) to HMRC for
stamping and pay stamp duty
Register the Buyer as the owner of Company

the Sale Shares in the Company's
register of members
Following registration of stock Company

transfer form(s), cancel the Sellers’
share certificate[s] and issue a new
certificate to the Buyer for the Sale
Shares
Make the necessary entries in the Company and Subsidiar[y][ies]

Company's register of transfers,
register of people with significant
control, register of directors, register
of secretaries, register of charges
and register of directors' interests
(and those of [the OR each]
Subsidiary) to reflect the Transaction
Change letterhead to [remove Company and Subsidiar[y][ies]

names of the resigning directors
and] show the Company's new
registered office
Implement new banking and Buyer/Company/Subsidiar[y][ies]

insurance arrangements
File necessary forms at Companies Company/Subsidiar[y][ies]

House:
· [Form TM01 (Termination of

appointment of director) for
resignation of directors]
· [Form TM02 (Termination of

appointment of secretary) for
resignation of company
secretary]
· [Form AP01 (Appointment of

director) for appointment of new
directors]
· [Form AP03 (Appointment of

secretary) for appointment of new
company secretary]
· [Form AD01 (Change of

registered office address)]
· [Form NM01 (Notice of change of

name by resolution) or Form

NM04 (Notice of change by name
of means provided in articles)]
· [Form AA01 (Change of

accounting reference date)]
· [Form MR04 (Statement of

satisfaction in full or in part of a
charge)]
· [Form MR05 (Statement that part

or the whole of the property
charged (a) has been released
from the charge (b) no longer
forms part of the company's
property)]
· Form PSCO7 (Notice of ceasing

to be a person with significant
control)
· Form PSCO2 (Notice of Relevant

Legal Entity with significant
control)
Complete and provide new forms of Buyer/Company/Subsidiar[y][ies]

bank mandate for the Company and
[each OR the] Subsidiary
[Prepare conformed copy of the [BUYER'S SOLICITORS]

Share Purchase Agreement]
Prepare bible of transaction [BUYER'S SOLICITORS]

documents

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UNIT 5
Task 1
Completion – Project Beta
For the purposes of this Task, you should assume that the acquisition of
Alphacom Limited by Rethink Limited will proceed on the basis that
signing/Completion are simultaneous.
Your supervising solicitor sent you further information concerning Project Beta and a
precedent Completion Agenda (see Part 2 of Preparatory Task 2).
With this new information in mind, together with the work you did for Part 1 of
Preparatory Task 2, you should now finalise the Completion Agenda which outlines
the respective actions and documentation required by the parties before, during and
after Completion.
While completing the Completion Agenda you should think about how this document
relates to the SPA for Project Beta that you have been working on in Unit Workshops
3-5.

UNIT 5
Consolidation Task
Using the attached template board minutes, please prepare the Completion board
minutes for Alphacom Limited by reference to the Suggested Completion Agenda
handed out in the Unit (particularly the section setting out the contents of Alphacom
Limited’s board meeting minutes), the facts of the case study and your knowledge of
company procedure from the Business Law and Practice course.
For the purposes of this Task, you may disregard Rethink Limited’s banking and debt
restructuring arrangements on the basis that this will be dealt with after Completion.
Please assume that the directors have all previously declared their shareholdings in
Alphacom Limited.

DISCLAIMER
This document is both confidential and subject to copyright. It should not be

copied, reproduced, distributed or passed to any other person in whole or in part.
This document is for teaching purposes only. It has been created by The University
of Law from a precedent prepared by the Practical Law Company. It does not
constitute the provision of any advice by the Practical Law Company or The
information that may be needed in a particular transaction or matter. Furthermore it
may contain deliberate errors and/or omissions. It is not a substitute for legal or
TEMPLATE BOARD MINUTES OF THE COMPANY AT COMPLETION
[Company]
Minutes of a meeting of the
Board of Directors of the Company held at [ ]
on [date] at [ ] a.m./p.m.
PRESENT: NAME POSITION
IN ATTENDANCE: NAME POSITION
[APOLOGIES FOR
ABSENCE RECEIVED
FROM:]
1. CHAIRPERSON
[NAME] was appointed chairperson of the meeting [and chaired the meeting
throughout].
2. NOTICE AND QUORUM
The chairperson reported that due notice of the meeting had been given and
that a quorum was present. Accordingly, the chairperson declared the meeting
open.
3. DECLARATION OF INTERESTS
3.1 [[The following directors OR Each director present] declared the nature and
extent of their interest in the proposed transaction[s] [and other arrangements]
to be considered at the meeting in accordance with the requirements of
section 177 of the Companies Act 2006 and the Company’s Articles of
Association, as follows:
NAME NATURE AND EXTENT OF INTEREST
[NAME OF [DESCRIPTION OF INTEREST]

DIRECTOR]
[NAME OF [DESCRIPTION OF INTEREST]

DIRECTOR]
AND/OR
3.2 [There [was OR were] produced to the meeting:

(a) [a notice of declaration of interest by [NAME OF DIRECTOR] dated
[DATE] sent to the other directors of the Company under section 184
of the Companies Act 2006; AND/OR
(b) a general notice of declaration of interest by [NAME OF DIRECTOR]
dated [DATE] given under section 185 of the Companies Act 2006 to
the effect that he [DESCRIBE INTEREST IN SPECIFIED BODY
CORPORATE OR CONNECTION WITH SPECIFIED PERSON
UNDER SECTION 185(2) COMPANIES ACT 2006] and is to be
regarded as interested in any transaction or arrangement that may be
made with that [body corporate OR person] (Declaration of Interest).
The Declaration of Interest was read out to the meeting and its
contents duly noted.]]
AND/OR
3.3 [Each [of [NAMES OF DIRECTORS] OR director present] confirmed that he

had no direct or indirect interest in any way in the proposed transaction[s] [and
other arrangements] to be considered at the meeting which he was required
by section 177 of the Companies Act 2006 and the Company’s Articles of
Association to disclose.]
3.4 It was noted that pursuant to article [NUMBER] of the Company's Articles of
Association, [a director may vote and form part of the quorum in relation to any
proposed transaction or arrangement in which he is interested[, subject to any
restrictions imposed under article [NUMBER] of the Company's Articles of
Association] OR the director[s] so interested would not vote or count as part of
the quorum on any matters in which they were respectively interested and
that, nevertheless, there would be a quorum for all items of business to be
transacted by the meeting].

4. BUSINESS OF THE MEETING
4.1 The chairperson reported that the business of the meeting was to consider,
and if thought fit, approve:
(a) the transfer of the entire issued share capital in the Company (Sale
Shares) from [NAME OF SELLER(S)] to [NAME OF BUYER]
(Transaction); and
(b) certain formalities in connection with completion of the Transaction.
4.2 [It was noted that most of the approvals under consideration would not take
effect until completion of the Transaction (Completion) [and for this purpose
Completion would be deemed to have occurred on delivery to the [NAME OF
BUYER] of [a] duly executed transfer[s] in respect of the Sale Shares].]
5. SHARE TRANSFERS
5.1 There was produced to the meeting [drafts of] the following share transfer[s]
(Transfer[s]) of the Sale Shares [duly OR to be executed] by [the OR each]
transferor, together with the [relevant share certificate[s] OR a deed of
indemnity in respect of lost share certificate]:
Name of transferor Name of transferee Number and class of

shares
[NAME] [NAME] [NUMBER] of [CLASS]

shares of £[AMOUNT]
each

each

each
5.2 IT WAS RESOLVED that:

(a) subject to the Transfer being delivered to the Company duly [executed
and] stamped, the Transfer[s] be approved for registration and the
transferee[s] be registered as the holder of the Sale Shares [set out
opposite [its OR their respective] name[s] in [paragraph 5.1 above];
(b) subject to registration of the Transfer[s], prepare [a] new share
certificate[s] in respect of the Sale Shares and arrange for [the
common seal of the Company to be affixed to the share certificate[s]

OR the share certificate[s] to be executed by the Company] and
delivered to the transferee[s].
6. RESIGNATION AND APPOINTMENT OF DIRECTORS [AND SECRETARY]
6.1 There was produced to the meeting written resignation[s] of:

(a) [NAME OF DIRECTOR] [and [NAME OF DIRECTOR]] as [a]
director[s] of the Company[; and
(b) [NAME OF COMPANY SECRETARY] as company secretary][,
each expressed to be subject to and with effect from Completion].
6.2 It was reported that:

(a) [NAME OF NEW DIRECTOR] [and [NAME OF NEW DIRECTOR]] had
[each] consented to act as a director of the Company[; and
(b) [NAME OF NEW COMPANY SECRETARY] had consented to act as
company secretary][
in each case subject to and with effect from Completion].
6.3 IT WAS RESOLVED to:

(a) accept [each of] the resignation[s] produced to the meeting with
[immediate effect OR effect from the close of the meeting OR effect
from and subject to Completion]; and
(b) appoint [NAME OF NEW DIRECTOR] [and [NAME OF NEW
DIRECTOR]] as [a] director[s] [and [NAME OF NEW COMPANY
SECRETARY] as company secretary], [in each case] with [immediate
effect OR effect from the close of the meeting OR effect from and
subject to Completion].
7. REGISTERED OFFICE
IT WAS RESOLVED that [subject to and with effect from Completion] the
registered office of the Company be changed to [ADDRESS OF NEW
REGISTERED OFFICE].
8. AUDITORS
8.1 There was produced to the meeting the written resignation of [NAME OF
AUDITORS] as auditors of the Company, together with any necessary
statement complying with section 519 of the Companies Act 2006.
8.2 IT WAS RESOLVED to accept the resignation referred to in [paragraph 8.1

and to appoint [NAME OF NEW AUDITORS] as auditors of the Company [with
immediate effect OR subject to and with effect from Completion].

9. [ACCOUNTING REFERENCE DATE
IT WAS RESOLVED that [subject to and with effect from Completion] the
Company's accounting reference date be changed to [DAY] [MONTH].]
10. [BANKING ARRANGEMENTS
10.1 There was produced to the meeting a new form of mandate relating to the
Company's bank account[s] with [NAME OF BANK] (Account[s]).
10.2 IT WAS RESOLVED to revoke all existing mandates in relation to the

operation of the Account[s] and adopt the new mandate in the form produced
to the meeting [subject to and with effect from Completion].]
11. [PENSION TRUSTEES
There was produced to the meeting the written resignations of the trustees of
[PENSION SCHEME] [expressed to be subject to and with effect from
Completion]. IT WAS RESOLVED to accept the resignations and to appoint
[NAME OF NEW TRUSTEE] and [NAME OF NEW TRUSTEE] in their place in
each case [with immediate effect OR subject to and with effect from
Completion].]
12. [WRITTEN RESOLUTION
12.1 There was produced to the meeting a form of written resolution of the
members of the Company (Written Resolution) to:
adopt new articles of association in the form annexed to the Written
Resolution[; and
change the company name to [NEW NAME]].
12.2 IT WAS RESOLVED to:

(a) approve the Written Resolution in the form produced to the meeting;
and
(b) send it to every eligible member of the Company and to the
Company's auditors.
12.3 The meeting was adjourned to enable the Written Resolution to be submitted
to the members of the Company. After a short adjournment, the meeting
reconvened and the chairperson reported that the Written Resolution had
been passed.]
13. [SERVICE AGREEMENTS [AND OTHER DOCUMENTS]
13.1 The following documents (together the Transaction Documents, each a

Transaction Document) were produced to the meeting:

(a) [the latest draft[s] OR [an] engrossment[s]] of the service agreement[s]
to be made between the Company and [each of] [NAME] [and [NAME]
[; and
(b) [the latest draft[s] OR [an engrossment[s]] of [a] settlement
agreement[s] complying with the requirements of sections 203 of the
Employment Rights Act 1996 to be made between the Company and
[each of] [NAME OF RESIGNING EMPLOYEE] [and [NAME OF
RESIGNING EMPLOYEE]].
13.2 After careful consideration of the Transaction Documents [including the

consideration of the matters referred to in section 172(1) of the Companies Act
2006], IT WAS RESOLVED that:
(a) entering into the Transaction Documents would promote the success
of the Company for the benefit of its members as a whole;
(b) each of the Transaction Documents be and is hereby approved; and
(c) any director and, in the case of any Transaction Document requiring
execution as a deed, any two directors[, or any one director and the
Company Secretary,] or any director in the presence of a witness who
attests their signature, be and is hereby authorised to execute the
Transaction Documents for and on behalf of the Company in the form
produced to the meeting (subject to such amendments, modifications,
variations and alterations as those executing the same on behalf of
the Company think fit).]
14. FILING
The chairperson requested [the Company Secretary OR [NAME]] to make all

necessary and appropriate entries in the books and registers of the Company
and to arrange for the preparation and delivery to the Registrar of Companies
of the following:
(a) notice of appointment and resignation of directors [and secretary]
(Forms AP01, AP02, AP03 and AP04, TM01 and TM02);
(b) notice of change of registered office (Form AD01);
([c) notice of change of name by resolution (Form NM01);]
(d) [notice of change of accounting reference date (Form AA01);]
(e) [the auditors' resignation, together with the statement pursuant to
section 519 of the Companies Act 2006]; and
(f) [a print of the Written Resolution[, together with a print of the new
articles of association]].

15. CLOSE
There was no further business and the chairperson declared the meeting
closed.
.....................................
Chairperson
......................................
(Date)

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MERGERS AND ACQUISITIONS LAW AND PRACTICE

By the end of this Unit you should be able to:

1. Advise on the provisions to be included in a SPA to protect both a buyer and a

2. Understand the procedural steps and documentation required to complete the

3. Understand which resolutions would be required, and the administrative steps

736327777.docx 341 © The University of Law Limited

In this Unit Workshop you will be responsible for:

2. Finalising a Completion Agenda and undertaking the required steps to

3. Considering which resolutions would be required, and the administrative steps

To prepare for this Unit Workshop you should:

1. Read Chapter 7 of your Acquisitions textbook.

2. Read the PL practice note: “Exchange and completion: share purchases”

3. Revise the company law requirements for the execution of documents by

5. Complete the Test and Feedback for Unit Workshop 5 (Preparation).

6. Complete Preparatory Tasks 1 and 2.

Materials required for the Unit Workshop

1. Your notes on Preparatory Tasks 1 and 2.

2. Your notes on the preparatory reading.

3. Your Acquisitions textbook.

4. The Project Beta case study.

© The University of Law Limited 342 736327777.docx

It is important that you consolidate your learning. In particular you should:

1. Complete the Test and Feedback for Unit Workshop 5 (Consolidation).

736327777.docx 343 © The University of Law Limited

Please answer the following questions:

© The University of Law Limited 344 736327777.docx

EXTRACTS FROM A TEMPLATE CONDITIONAL SALE AND PURCHASE

2.1 Completion of this Agreement is subject to and conditional upon the

736327777.docx 345 © The University of Law Limited

4.2 In this Agreement, Completion Date means [DATE], unless:

© The University of Law Limited 346 736327777.docx

5. [TERMINATION – MATERIAL ADVERSE EFFECT

© The University of Law Limited 348 736327777.docx

(1) [SHAREHOLDER CONSENT

(2) [EU MERGER CONTROL

(3) [UK MERGER CONTROL

3.1 If the Buyer considers (whether or not as a result of receiving

736327777.docx 349 © The University of Law Limited

3.2 [In this paragraph 3, a Phase 2 CMA reference means a reference by

(4) [OTHER CONSENTS AND CLEARANCES

4.1 The Buyer receiving confirmation in terms satisfactory to it that the

© The University of Law Limited 3410 736327777.docx

736327777.docx 3411 © The University of Law Limited

Part 1. Conduct between exchange and Completion

2. MATTERS SUBJECT TO BUYER'S CONSENT

736327777.docx 3413 © The University of Law Limited

736327777.docx 3415 © The University of Law Limited

 In particular, Alphacom Limited’s existing banking arrangements will be

 Gandover Holdings Limited’s shareholding in Alphacom Limited is subject to a

 There is a separate Tax Indemnity providing indemnities in an agreed form in

 Alphacom Limited’s auditors will resign at Completion and unaudited

 Alphacom Limited’s accounting reference date will remain unchanged.

 Alphacom Limited’s registered office will be changed to Rethink Limited’s

 Payment will be in cash by electronic transfer.

 Kalusha Chitalu will also attend as the appointed representative of Silvertree

© The University of Law Limited 3416 736327777.docx

 At Completion, Alphacom Limited will adopt Model Articles of Association

736327777.docx 3417 © The University of Law Limited

KEY: PARTIES AND ADVISORS

A. DOCUMENTS SIGNED AND DELIVERED AT COMPLETION

Document Responsibility Signed by

[Two] engrossments of the Sellers, Buyer

[Two] copies of the Sellers, Buyer

Stock transfer form(s) in Sellers