How long will this take?
It is difficult to give exact timeframes as deals can be very complex – we will be upfront about timescales, and the more information you can give us at the outset will help us to give the best estimate to avoid any unseen delays.
What are warranties?
In the context of acquisitions, these are promises made about various aspects of the business by the seller. If any warranties are untrue, there could be a claim for damages by the buyer. They are an important point for negotiation as buyers will want extensive warranties to minimise risk - while the seller will want them to be as limited as possible. Sellers can also disclose against warranties to avoid liability – and it is crucial that advice is taken to fully understand the promises being given.
Why do we need both articles of association and a shareholder’s agreement?
The articles of association are a company’s rules that appear on the public record, whereas a shareholders’ agreement is a private document only available to the parties who sign it. While there can be some overlap between the two, there are many terms of a shareholders’ agreement that need to be kept private. It is crucial that both of these documents are kept up to date and correct to ensure each parties’ obligations are clear.