Buying and Selling Insolvent Companies and Businesses is a brand new title focusing on all aspects of the purchase and sale of an insolvent company or business, practical, legal and financial.
Designed for the lay reader, as well as the practitioner, it provides a clear insight into issues that can arise when a target business is insolvent and how to deal with them.
This new title brings the specific Irish legal and commercial aspects of the potential transaction into focus. It also informs the reader of the more unusual matters a practitioner may encounter. Issues such as hive-down of a section of the business; creditors' claims; employees; pensions; tax; goodwill; carry-over of business name; and stakeholder roles are all examined.
Addressing the legal and commercial aspects of the potential transaction particular to Ireland, Buying and Selling Insolvent Companies and Businesses includes:
A review of the implications of different forms of insolvency, personal and corporate;
Different structures for the sale transaction;
Acquisition of assets v shares;
Retention of target customers and suppliers.
Fully comprehensive, it also covers the not so-common issues of hive-down of creditors' claims; goodwill; carry-over of business name; and stakeholder roles.
Buying and Selling Insolvent Companies and Businesses is fully up-to-date with respect to all relevant legislation, including the latest Companies Acts and is essential reading for insolvency professionals, lawyers, accountants, bankers or financial advisors, pre and post-graduate students, M&A and general practice accountants, business advisors, directors and investors.
A full set of precedents will guide you through each transaction and will include the following:
Business Transfer Agreement;
Novation of Contract;
Intellectual Property Rights Assignment;
Guarantee and Indemnity.
Table Of Contents
Chapter 1: Introduction;
Chapter 2: Early Warning Signs;
Chapter 3: Informal Insolvency Arrangements;
Chapter 4: Practical Measures to Counter or Prepare for Insolvency Sales;
Chapter 5: Intellectual Property and Goodwill;
Chapter 6: Data Protection Act Issues;
Chapter 7: Raising Funds;
Chapter 8: Due Diligence;
Chapter 9: Non-corporate Businesses;
Chapter 10: Sales in Corporate Insolvencies;
Chapter 11: Secured and Preferential Creditors;
Chapter 12: Disclaiming Onerous Property;
Chapter 13: The Impact of Insolvency on Employment Contracts;
Chapter 14: Redundancy;
Chapter 15: Employee Claims;
Chapter 16: Employees (Employers' Insolvency) Act 1984;
Chapter 17: Transfer of Undertakings;
Chapter 18: Pension Schemes;
Chapter 19: Insolvency of Pension Schemes;
Chapter 20: Taxation.
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