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ePaper created 2015-05-28, 18:34:54 | version 1.33.0
“UNWRAPPED” Meltem Baykal Solicitor Corporate m.baykal@pglaw.co.uk 020 7591 3515 ASSET SALES SPV SALES PRELIMINARY ENQUIRIES OR DUE DILIGENCE • Standard enquiries for commercial or residential property; and • Review of property searches and title documents by the Buyer’s solicitors. The due diligence process is usually coordinated by the Buyer’s solicitors who are assisted by the Buyer’s accountants and other professional advisers (property surveyors, valuers etc.). The Buyer of shares in an SPV inherits all liabilities of that SPV, whether related to the property or not. Accordingly the due diligence carried out by the Buyer needs to be more extensive than for a property purchase. In addition to the property warranties, the Buyer will require additional warranties including in relation to the share capital of the SPV, liabilities, contracts entered into by the SPV, other assets owned by the SPV, insurance, litigation/disputes, health and safety, employees of the SPV, the SPV’s accounts and taxation. The Buyer will want to ensure that the Seller has full legal and beneficial title to the shares and that they are free from charges. For offshore SPVs, a lawyer from the jurisdiction of incorporation will need to be appointed to assist with due diligence. Andrew Millett Partner Corporate a.millett@pglaw.co.uk 020 7591 3514 5pg lore summer 2015 02075913515 02075913514