The United Kingdom left the European Union on 1 January 2020 and EU legislation will apply until the end of a transitional period on 31 December 2020. The UK government has always suggested that it would not seek to extend the transition period. Recent statements by the Prime Minister and other senior cabinet officials indicate that the UK government may not be able to conclude a trade deal with the EU before the end of the transition period. When a company acquires all or a substantial portion of the shares of a target company, that investor also acquires its debts. As a result, a capital transaction is usually accompanied by full due diligence (“DD”), not only to understand the potential commitments of the purchaser, but also to clarify important information about the seller, such as its actual asset base. B its asset base (fixed assets, contracts, finance, human resources and clients, etc.). DD is a basic review or review of a target entity conducted by a buyer to compile and evaluate information that has a direct impact on the acquisition decision. From a legal perspective, DD is generally executed with respect to corporate documents, general rights and litigation to which the affected entity is associated, intellectual property (“IP”) and trade secrets, work, money laundering, anti-corruption, data protection, environmental compliance and other regulatory obligations that may be relevant to the specific sector of the target entity. DD is also managed by accountants and accountants regarding the finances of the target entity. In the operations of R and DD must be carried out in several jurisdictions and carefully coordinated in order to verify the actual assets and liabilities of the objective with regard to the laws and uses of each site.

A holdback is a tool used by buyers to withhold payment of a portion of the purchase price until a given condition is met after closing. A deduction is an agreement of the purchaser to pay the amount withheld (normally held in trust) in case of compliance with the conditions and gives the guarantee on uncertain issues at the conclusion. Holdbacks may relate to the achievement of a certain threshold for labour capital or in the event of a dispute in the course of closure. If the z.B objective has a large number of receivables, this amount could be withheld from the purchase price. The holdback (or part of it) would be paid until a set future date, depending on the amount of receivables actually recovered after closing. Therefore, a holdback can be considered a reduction in the purchase price if certain closing conditions are not met. To prevent the seller and the target company from affecting the business, the purchaser will generally use prior closure agreements to prohibit the target company, its shareholders, its directors and management: the documents and ancillary agreements are usually made up of a set of documents attached to a spa in a schedule that the parties must obtain at the conclusion or before their conclusion. for a transaction to be closed and included. , among other things: This article deals with general notions and variations of a spa, but is by no means exhaustive.