Brookers Mergers, Acquisitions and Takeovers Precedents collects essential documents, forms and precedents required when any enterprise intends to acquire, control or influence the ownership of another enterprise.

The logical organisation of this product provides an overview for each of the three component activities, with summaries of the required steps and governing law. Forms and precedents are provided for all of the essential actions.

Brookers Mergers, Acquisitions and Takeovers Precedents is designed for lawyers and other professional advisors who are required to provide advice and to effect outcomes for companies and business enterprises. The step-by-step approach taken will guide the user through the actions required by law and accepted business practice.

Acquisitions

• Agreements for sale and purchases of shares and assets
• Share transfer form
• General clauses to add to agreements for sale and purchase agreements
• Introduction to agreements for sale and purchase of shares and assets
• Due diligence checklist
• Employment issues
• Specific clauses for agreements for sale and purchase of shares
• Specific clauses for agreements for sale and purchase of assets

Mergers/Amalgamations

• Types of amalgamation
• Practical steps to follow before effecting an amalgamation
• Long form amalgamations
• Short form amalgamations
• Mergers and amalgamations documents: 21 precedents, including directors’ certificates and resolutions, public notices, notices to shareholders and secured creditors
• Prescribed Forms

Takeovers

• Introduction
• Takeovers Act 1993
• The Takeovers Code
• NZSE Listing Rules
• Commerce Act 1986
• Financial Markets Conduct Act 2013
• Restrictions on long-form amalgamations and schemes of arrangement
• Takeovers documents: 3 precedents, including notices, statements, and takeover offers.