Publisher: Butterworths Tolley
Price: £49.95

The acquisition of a UK company, whether public or private, usually involves numerous and sometimes complicated areas of law. Although corporate law governs the underlying share acquisition agreement, environmental liabilities, employment responsibilities, tax and UK/EU regulatory aspects (to name but a few) also have to be considered.
Practitioners in this area need a basic understanding of every facet of a transaction (even if specialist advice is to be obtained) and this book, written by a number of specialists in their respective fields, helps to achieve this.
This is the fifth edition of Tolley’s Company Acquisitions Handbook, which was last revised in 1996. The publishers have updated and expanded on its contents and certain sections have been rewritten.
New chapters on environmental liabilities, employee share schemes, and corporate rescue and insolvency have been added, although a significant portion of the book is unchanged.
A further addition, which will be welcomed by busy practitioners, is the introduction at the beginning of certain chapters of ‘at a glance’ summaries.
As well as devoting a chapter to each of
the main relevant areas of law (accounting, employment, environmental, pensions, UK/EC regulatory and tax planning), the book also includes useful sections on strategy and tactics and post-acquisition management. These are subjects that are often overlooked by competing publications and they make useful and interesting reading.
The book provides a good overview of
the legal and commercial principles relevant to company acquisitions. For readers who only require an introduction to company acquisitions, the sheer breadth of subjects covered in this book will be its major attraction. However, those looking for more in-depth analysis and practical advice, particularly in relation to core legal areas such as the structure of the acquisition agreement, may be slightly dissatisfied.
The chapter devoted to the legal structure of, and legal problems that arise from, the acquisition of private companies, is only 50 pages long (out of a total of more than 400 pages). This means that the writer is forced to focus on certain selected areas and can only provide an indication of where other problems may arise. For example, the reader is told that during due diligence, regard must be paid to the Data Protection Act 1998 if information about employees or other individuals is to be exchanged. No further information is provided and the reader is left to investigate the issues that may arise.
Although this chapter begins by saying that it is focusing on private company acquisitions, many practitioners will find the brevity
of information on the Listing Rules and the Takeover Code surprising in a book of
this title. This is reinforced by the fact that the book contains an entire chapter devoted to ‘defence tactics’, which deals with a situation where a public company receives an unsolicited takeover bid. This chapter sits uncomfortably with the rest of the book.
This book is a useful initial reference guide
for practitioners and
business users involved in company acquisitions and mergers. Practitioners needing more detailed legal and practical guidance on the core legal areas may need to look elsewhere.