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Combination Agreement Template for England and Wales

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Key Requirements PROMPT example:

Combination Agreement

"Need a Combination Agreement for the merger of our tech company (annual revenue £50M) with a software development firm in Manchester, with specific focus on IP transfer and employee retention provisions, targeting completion by March 2025."

Document background
The Combination Agreement is a crucial document used when two or more companies intend to combine their businesses through merger, acquisition, or other forms of business combination. This agreement, governed by English and Welsh law, sets out the complete framework for the transaction, including detailed terms, conditions, warranties, and operational matters. It's particularly important for ensuring compliance with UK regulatory requirements, protecting stakeholders' interests, and providing a clear roadmap for the combination process. The document typically requires careful consideration of competition law, employment regulations, and industry-specific requirements.
Suggested Sections

1. Parties: Identification and details of combining entities

2. Background: Context and purpose of the combination

3. Definitions: Key terms used throughout the agreement

4. Structure of the Combination: Details of how the combination will be implemented

5. Consideration: Details of payment or share exchange

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion Mechanics: Process and requirements for completion

8. Warranties and Representations: Statements of fact about the businesses

9. Governing Law and Jurisdiction: Legal framework governing the agreement

Optional Sections

1. Break Fee: Provisions for compensation if the deal fails to complete under certain circumstances

2. Non-compete Provisions: Restrictions on future competition between the parties post-combination

3. Tax Covenant: Specific protections relating to tax matters and allocation of tax risks

Suggested Schedules

1. Properties Schedule: Comprehensive list of real estate assets owned or leased by the parties

2. Intellectual Property Schedule: Detailed inventory of IP rights including patents, trademarks, and copyrights

3. Material Contracts Schedule: List of key business agreements and commercial contracts

4. Employee Information Schedule: Details of transferring employees including terms and conditions

5. Completion Obligations: Detailed steps and requirements for completion of the combination

6. Warranties Schedule: Comprehensive list of warranties given by each party

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company law in the UK, covering mergers, share transfers, corporate restructuring, directors' duties, and shareholder rights

Financial Services and Markets Act 2000: Regulation of financial services activities, including financial promotion rules and requirements for FCA regulated entities

Enterprise Act 2002: Legislation covering merger control provisions and competition law considerations in business combinations

TUPE Regulations 2006: Transfer of Undertakings (Protection of Employment) Regulations governing employee rights and protections during business transfers

Competition Act 1998: UK competition law framework prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise and Regulatory Reform Act 2013: Legislation reforming competition law and establishing the Competition and Markets Authority

UK Takeover Code: Rules and regulations governing takeovers and mergers, particularly relevant for public companies

UK GDPR: Data protection legislation governing the processing and transfer of personal data in the UK post-Brexit

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Corporation Tax Acts: Tax legislation governing corporate taxation aspects of business combinations

Value Added Tax Act 1994: Legislation governing VAT implications in business combinations and asset transfers

Stock Exchange Rules: Regulations and requirements for listed companies involved in business combinations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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