Private equity : law and practice
著者
書誌事項
Private equity : law and practice
（Commercial series）
Sweet & Maxwell, 2015
5th ed
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注記
Includes index
内容説明・目次
内容説明
Established as the leading reference work on planning and executing both the funding of start-up companies and acquisitions through venture capital. Covering the major legal and business aspects of funding via private equity, this accessible guide provides all the practical legal and commercial information needed in this area. Provides a helpful introduction to private equity, an overview, its historical development, the modern day rationale for its use, past/present and future implications and key points to take forward. Discusses the methods of raising private equity in the post-economic collapse climate and how best to secure it. Explains the `investment criterion' and its use in the industry as a means of securing PE. Details methods of raising funds and choosing the best investment option. Describes the various models for valuing corporations and ventures. Details the importance and role of various funding instruments used by the industry. Examines the structures of private equity investments; looking at best practices and reporting roles/requirements. Addresses tax relief provisions and how corporations can apply/fit into the tax relief model. Discusses `entrepreneurs' relief', a form of tax relief that has become increasingly important as an incentive to start-ups and first-time businesses. Provides analysis of tax relief for equity investments with an overview of the options available to such funds in terms of tax breaks. Addresses what is meant by a `qualifying company', taking the reader through the requisite steps. Details the provisions of the Enterprise Investment Scheme and the scheme's practical uses/effects. Individually assesses the importance/scope/components of Venture Capital Trusts. Looks at various other ancillary forms of reliefs (incentivesa) such as interest relief, special relief for capital losses, business property relief for inheritance tax and management sharing. Discusses all-important maintenance of capital requirements. Analyses the role of shareholders in PE. Provides a detailed breakdown of the various share forms available to the industry. Takes the reader, step-by-step through the transaction itself, from the preparatory phase (what you need, what to investigate) through the offer and transaction phase, right through to the completion and requisite `pro-form' checklist. Looks at the requirements of managing the investment. Details the necessary levels of management due diligence required. Provides a number of `frequently encountered problems' with pre-emptive solutions and methods of dealing with them. Provides a model `best practice' situation in terms of managing the entire process. Devotes an entire chapter to the increasingly public due diligence requirements of financial vessels by reference to a number of case studies, case law, statutory guidance and research endeavours. Looks at the difference between public and private transactions and varying requirements of due diligence for either. Analyses the requirements of an investment agreement, its mechanics, warranties, controls and common issues as well as corporate governance and minority protections. Provides a detailed view of syndication strategies and methods of `exiting' an agreement. Having secured investment, the book looks at how to form the company, starting with the articles of association. Expands on the diligence requirements of individuals concerned with the venture: directors and employees, introducing and analysing their respective public/private duties and service level agreements. Assesses the impact of negative equity and the company's options vis a vis restructuring: providing an practitioner level understanding of the process from bottom to top. Summaries the key issues encountered by management in the industry, looking at business focus, general company management, warranties, good and bad leaver provisions, share purchase, management departure, ratchets and service level agreements. Provides useful appendices containing practitioner level materials, model agreements, glossaries and legal forms. Each chapter concludes with a useful `key points' section, aimed at summarising the preceding information in a `bitesize', easy-to-read nutshell.
目次
- Foreword
- Preface
- Market Trends
- Role of Private Equity
- Raising Private Equity
- Corporate Valuation and Deal Structuring
- Tax Relief for Equity Investment by Individuals
- Share Capital
- Managing the Transaction
- Management Due Diligence
- Due Diligence
- Investment Agreement
- Articles of Association
- Directors and Employees
- Restructuring
- Appendices.
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