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Reverse Merger Agreement Template for England and Wales

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Key Requirements PROMPT example:

Reverse Merger Agreement

"Need a Reverse Merger Agreement for our UK-based tech startup to merge with a listed shell company on AIM, with completion targeted for March 2025 and including specific provisions for protecting our intellectual property and maintaining key management positions."

Document background
A Reverse Merger Agreement is utilized when a private company seeks to become publicly traded through a faster and potentially less expensive route than a traditional IPO. This document, governed by English and Welsh law, outlines the complete transaction structure, including share exchange ratios, management changes, and regulatory compliance requirements. The agreement is particularly relevant in situations where market conditions may not favor a traditional IPO or when time-to-market is crucial. It includes comprehensive provisions for due diligence, warranties, and post-merger integration, while ensuring compliance with UK listing rules and corporate governance requirements.
Suggested Sections

1. Parties: Identification and details of all parties involved in the merger

2. Background: Context and rationale for the reverse merger

3. Definitions: Key terms used throughout the agreement

4. Transaction Structure: Detailed mechanics of the reverse merger

5. Consideration: Terms of payment and share exchange

6. Conditions Precedent: Prerequisites for completion

7. Completion Mechanics: Steps for executing the merger

8. Warranties and Representations: Statements of fact and assurances from both parties

Optional Sections

1. Employee Matters: TUPE provisions and employee treatment - include when employees are being transferred

2. Tax Covenants: Specific tax-related obligations - include when specific tax arrangements are required

3. Intellectual Property: IP transfer provisions - include when significant IP assets are involved

Suggested Schedules

1. Share Capital Structure: Details of pre and post-merger shareholding

2. Warranties: Detailed warranties given by each party

3. Properties: List of real estate assets

4. Material Contracts: Key agreements affecting the business

5. Completion Obligations: Detailed steps for completion

6. Board Resolutions: Required corporate approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company operations, including sections on restructuring, share capital provisions, directors' duties, and statutory merger procedures

Financial Services and Markets Act 2000: Regulatory framework for financial services, covering regulated entities, financial promotion rules, and listing rules

City Code on Takeovers and Mergers: Rules governing takeovers and mergers, particularly relevant for publicly listed companies, including mandatory offer requirements and disclosure obligations

UK Listing Rules: Regulations for listed companies covering disclosure requirements, shareholder approval thresholds, and class tests

Enterprise Act 2002: Competition law framework governing merger control and market investigations

Competition Act 1998: Legislation prohibiting anti-competitive behavior and regulating merger activities

TUPE Regulations 2006: Transfer of Undertakings (Protection of Employment) Regulations protecting employees' rights during business transfers

Employment Rights Act 1996: Core employment legislation protecting workers' rights during corporate restructuring

Corporation Tax Act 2010: Tax legislation governing corporate restructuring and its tax implications

Taxation of Chargeable Gains Act 1992: Legislation covering tax treatment of gains and losses arising from corporate transactions

UK GDPR: Data protection regulation ensuring proper handling of personal data during corporate mergers

Data Protection Act 2018: UK's implementation of data protection requirements, including specific provisions for corporate transactions

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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