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Short Form Merger Agreement Template for England and Wales

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Key Requirements PROMPT example:

Short Form Merger Agreement

"I need a Short Form Merger Agreement for the merger of my UK-based software development company (annual revenue £5M) with a larger tech consulting firm, with completion planned for March 2025 and including basic employee transfer provisions."

Document background
The Short Form Merger Agreement is designed for use in situations where two companies wish to combine their businesses through a merger, but the transaction structure is relatively straightforward and doesn't require extensive contingencies or complex provisions. This document is particularly suited to private company mergers in England and Wales where both parties are closely held, there are minimal regulatory hurdles, and the due diligence has revealed no significant issues requiring elaborate contractual protection. It includes essential merger terms while maintaining compliance with UK company law and regulatory requirements.
Suggested Sections

1. Parties: Identification and details of merging entities

2. Background: Context and purpose of the merger

3. Definitions: Key terms used throughout the agreement

4. The Merger: Core terms of the merger transaction including structure and steps

5. Consideration: Terms of payment or share exchange for the merger

6. Conditions Precedent: Conditions that must be met before completion of the merger

7. Completion: Mechanics and timing of completion including closing requirements

8. Warranties: Basic warranties from both parties regarding capacity and authority

Optional Sections

1. Pre-completion Conduct: Rules governing conduct of business between signing and completion

2. Employee Matters: TUPE and employment considerations for transferred employees

3. Tax Covenants: Specific tax-related promises and indemnities

4. Regulatory Compliance: Specific provisions dealing with regulatory requirements and approvals

5. Post-Completion Adjustments: Mechanisms for adjusting consideration post-completion

Suggested Schedules

1. Schedule 1 - Share Capital: Details of share capital structure of both companies

2. Schedule 2 - Properties: List of properties owned or leased by target company

3. Schedule 3 - Material Contracts: List of key contracts affecting the merger

4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and requirements

5. Schedule 5 - Warranties: Detailed warranties if not included in main body

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
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company mergers, including Parts 27-28 on mergers and divisions, Sections 900-941 on schemes of arrangement, and Sections 171-177 on directors' duties

Enterprise Act 2002: Key legislation covering merger control provisions and competition aspects of business combinations

Financial Services and Markets Act 2000: Regulatory framework for financial services firms, including requirements for regulatory approvals in merger situations involving regulated entities

Competition Law Framework: Includes CMA requirements, Enterprise and Regulatory Reform Act 2013, and Competition Act 1998, governing competitive aspects of mergers

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

Employment Rights Act 1996: Fundamental employment legislation affecting employee rights during merger processes

UK Listing Rules: Regulations for listed companies, including disclosure requirements and transparency obligations during merger transactions

UK GDPR and Data Protection Act 2018: Data protection legislation governing the transfer and processing of personal data during merger processes

Corporation Tax Act 2009: Tax legislation affecting corporate restructuring and merger transactions

Taxation of Chargeable Gains Act 1992: Legislation governing tax implications of asset transfers and disposals in merger situations

Stamp Duty Legislation: Tax regulations concerning documentary and transaction taxes applicable to merger agreements

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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