Acquisition Definition

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GLOSSARY

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What does Acquisition mean?

A supply of goods, or a transaction treated as a supply of goods, which involves the removal of goods from one EU member state to another.

The term includes a supply of goods or a transaction treated as a supply of goods which does not change the identity of the person with the property in the goods. A "taxable acquisition" is an acquisition which gives rise to registration or a charge to tax. The registration and charging provisions apply if a taxable acquisition is made in the UK. In general, goods are treated as acquired in the UK if they are removed to the UK under a transaction which does not involve their removal from the UK (however, goods are treated as acquired in the UK if the person acquiring them makes use of a UK VAT registration number in circumstances where no VAT is paid in another EU member state; in addition, special place of acquisition rules apply to warehoused goods). VAT on an acquisition is a liability of the person who acquires the goods.

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Due diligence—head lease use provisions—checklist

Due diligence—head lease use provisions—checklist On any due diligence exercise on the acquisition of a leasehold property it is essential to consider the permitted use, any breaches of the permitted use and the ability of the tenant to change use. Any provisions that are unduly restrictive may have an adverse impact on value or the ability of the buyer to secure finance or dispose of their interest. What is the permitted use? If there is no specific restriction in the lease, the buyer will be free to use the property as they please. However, most leases provide that the tenant may only use the property for a specific purpose or purposes. The relevant clause of the lease should be checked and reported on to the buyer. If the use permitted by the lease does not cover the buyer’s proposed use of the property, advise the buyer at the earliest opportunity. Consider making the purchase of the property conditional on the appropriate consent to the buyer’s use being obtained. The consequences...

Offences for which a DPA may be entered into—checklist

Offences for which a DPA may be entered into—checklist A deferred prosecution agreement (DPA) is an agreement between an organisation and a designated prosecutor to enable the latter to defer a prosecution by staying an indictment on specific terms. No proceedings in relation to the matters covered by the DPA may be instituted against the organisation while the DPA remains in force. A DPA therefore allows a company to continue without the threat of a lengthy criminal investigation and a costly prosecution hanging over it. For detailed information on DPAs, see Practice Notes: • Deferred prosecution agreements • DPA process • Terms and content of a DPA • DPAs in practice DPA’s are only available to organisations in respect of the offences specified under the Crime and Courts Act 2013, Sch 17 (CCA 2013). The checklist below, lists the offences for which a DPA may be entered into, including common law and statutory offences. In addition to the offences below, any offence that is ancillary to those listed below,...

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Failure of gifts—ademption

Failure of gifts—ademption When applying the doctrines of ademption and abatement, a distinction is drawn between specific, general and demonstrative legacies. Classification of legacies The different types of legacies were explained in Walford v Walford as follows: 'Legacies are of three kinds: there is the specific legacy which is a specific res secured under the testator's Will on his death; and, of course it does not abate if the rest of the assets are insufficient for the payment of general legacies; but it has this disadvantage, that if the particular res which is the subject of the specific legacy disappears in the meantime then the legatee gets nothing. The class of legacy at the other extreme is a general legacy which comes out of the residence and which abates if the residue is insufficient, but which prima facie, under a rule of administration of the court, carries interest as from a year after the testator's death. There is an intermediate class of legacy, namely a demonstrative...

Charities and money laundering offences

Charities and money laundering offences Charities are as susceptible to money laundering 'attacks' as any other organisation. It is essential that charity trustees protect their charity from these attacks and to recognise them they need to understand the offences that can be committed. What is money laundering? Money laundering is a crime and is usually described as the process of turning the proceeds of crime into property or money that can be accessed legitimately without arousing suspicion. The term ‘laundering’ is used because criminals turn ‘dirty’ money into ‘clean’ funds which can then be integrated into the legitimate economy as though they have been acquired lawfully. See Practice Note: Money laundering—key information for businesses. The offences The Proceeds of Crime Act 2002 establishes a number of money laundering offences including and applies to all persons. See Practice Note: Proceeds of Crime Act 2002—key information for businesses. It is unlikely that a single charity will commit all of the potential offences but they should recognise their existence. The principal offences...

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Financial management self-assessment questionnaire—law firms

Financial management self-assessment questionnaire—law firms Good behaviour or practice ☐ You do not make payments to partners irrespective of cash in the bank ☐ You reserve some of your net profits each year (ie you do not draw all net profits) ☐ You are building up your cash reserves ☐ You do not use short-term borrowings to fund partners' tax ☐ You do not use VAT received as cash received ☐ Your partners have a good grasp of office account bank balances, eg they receive copy bank statements on a regular basis ☐ You do not depend heavily on high overdraft borrowings ☐ Your partners’ capital injection is not 100% borrowed ☐ You do not take on financial commitments you can’t afford, eg long office leases, new staff ☐ You deal promptly with requests for information from regulators (including the SRA’s annual information report) ☐ You have a balanced senior management team who feel able to challenge the firm’s decisions and actions ☐ Your senior managers do not bury...

Power to invest in ethical investments only—clause

Power to invest in ethical investments only—clause 1 Money for the time being subject to this trust and requiring investment shall be invested in the purchase or acquisition of shares, stock, debentures, loan stock or other securities of

Dive into our 381 Precedents related to Acquisition

What are unitranche facilities?

What are unitranche facilities? What is a unitranche facility? Leveraged finance transactions are traditionally funded by a mixture of equity, senior debt, mezzanine debt and/or bonds. A unitranche facility is effectively a blend of the senior and mezzanine portion of the financing although it can sometimes covers part of the equity too. Therefore, instead of two facilities agreements, covenant packages, sets of security documents etc, only one is required. Unitranche facilities are more common on mid-market deals. What are the typical terms of a unitranche facility? Unitranche facilities differ from deal to deal but some typical features are: • the facility will be in the form of a term loan; if a revolving credit facility (RCF) is also required it will normally be documented in the same agreement and share the same security package • bullet repayment or possibly with a back ended amortisation schedule • higher margin than senior debt but lower margin than mezzanine debt; margin may be a mixture of cash and PIK...

What is the logic, under the Loan Market Association leveraged facility agreement, for the split in conditions precedent (CP) between 'CPs to signing the agreement' and 'CPs to initial utilisation'? Further, in circumstances where a share sale and purchase agreement will be signed and the acquisition will complete on the same day, is such a split in CPs under the facility agreement necessary?

What is the logic, under the Loan Market Association leveraged facility agreement, for the split in conditions precedent (CP) between 'CPs to signing the agreement' and 'CPs to initial utilisation'? Further, in circumstances where a share sale and purchase agreement will be signed and the acquisition will complete on the same day, is such a split in CPs under the facility agreement necessary? The convention of splitting conditions precedent (CPs), into ‘CPs to signing the agreement’ and ‘CPs to initial utilisation’, reflects the fact that company acquisitions typically involve a split ‘exchange’, where the key documents are executed and the parties commit to the transaction (subject to certain conditions), and completion, where the money moves and the company or group legally changes hands. Certain CPs, such as corporate authorities, can be given prior to signing, while CPs such as security by the target group can’t be given until completion (the documents can be

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EU Competition law—daily round-up (30/01/2025)

A round-up of EU competition law developments, including the Court of Justice’s judgment in national reference from Italy regarding 90-day time limit on Italian Competition Authority to launch investigation may breach Article 102 TFEU.

Share Incentives weekly highlights—30 January 2025

This week's edition of Share Incentives weekly highlights includes: (1) PLSA’s publication of its Stewardship and Voting guidelines for 2025, (2) amendments tabled to the Finance Bill 2024–25 in relation to the tax treatment of EOTs, (3) announcement of a further independent review of the loan charge and (4) a new Q&A regarding whether an LLP can qualify as a ‘body corporate’ in order to be a constituent company under either a CSOP, SAYE scheme or SIP.

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