There are many reasons why one company may sell its assets and another purchase them, e.g., the vendor may wish to restructure and dispose of those assets which do not fit into its core business, or it may want, or need, to reduce its level of debt; and the purchaser may be keen to expand its business in a particular area. This disposal can be achieved either by selling shares in the relevant enterprise or selling the assets directly. It is this latter method which concerns The Acquisition of Business Assets, the stated aim of which “is to provide a concise, practical guide for practitioners involved in the acquisition of business assets”.

In seeking to fulfil this aim, Mr Myers has, on the whole, succeeded admirably. He has written a clear and succinct book on a subject which, in the aftermath of the last recession, is topical and relevant. While aimed primarily at lawyers—it will be of particular assistance to young practitioners just commencing in this area or practitioners who are unfamiliar with it (although there is a certain amount of assumed knowledge)—The Acquisition of Business Assets will be useful for merchant bankers, accountants and businessmen because it is a comfortable size—its height and width making it more the size of a novel than a legal textbook—and is not written in “legalese”. The emphasis is very much on the mechanics of what is to be undertaken and so the text is not burdened with masses of cases or citations of authority or statutory provisions, and there are no footnotes. Where there is an extract from a judgment, it is usually short and is designed to illustrate the point being discussed. In essence, The Acquisition of Business Assets is a “roadmap” of the practical issues and problems that arise for both vendor and purchaser, and how these might be resolved. If the reader wants advice on a particular matter, e.g., employment law, he can then refer to a specialist text, equipped with the basics.

The book is in two parts. The first part is the general text (occupying 153 pages) which is divided into eight chapters. These chapters place considerable emphasis on confidentiality and warranties, and deal with the following subjects: (i) General considerations, which includes competition law and confidentiality; (ii) The Purchase Price and how it is calculated; (iii) Purchaser Protection, with particular emphasis on due diligence and warranties; (iv) Contracts, Creditors and Debtors, which looks at transferring the burdens and benefits of contracts and taking on the vendor’s debtors and creditors; (v) Employment, especially the Transfer Regulations; (vi) Pensions, which considers, among other things, the position where employees of the vendor become the employees of the purchaser and the effect of this for pension scheme purposes; (vii) Taxation; and (viii) Intellectual Property.

The second part contains six schedules, which are helpfully cross-referenced to the text. The schedules comprise: (i) a confidentiality agreement; (ii) an Information Questionnaire; (iii) a specimen Standard Sale Agreement, with schedules including a list of warranties; (iv) a specimen Disclosure Letter; (v) a copy of the VAT (Special Provisions) Order 1992, Art. 5; and (vi) a copy of the Transfer of Undertakings (Protection of Employment) Regulations 1981, reg. 5. In a book such as this, which places a great deal of emphasis on the practical aspects of the topic, it is most useful to have specimen precedents and extracts of some of the relevant legislation to refer to.

Like all books, The Acquisition of Business Assets is not perfect, and there are some errors in it, e.g., it is a little misleading to say (as is stated on p. 63) that “[t]he purchaser may elect to claim damages for misrepresentation (whether innocent, negligent or fraudulent)”, as there is no right to damages at common law for innocent misrepresentation, and there is merely a discretion for the court to award damages for it in lieu of rescission under the Misrepresentation Act 1967, s. 2(2); also, the reference in cl. M.l (on p. 187) of Sched. 2 of the specimen Sale Agreement to the Control of Pollution Act 1974 should be read with caution, as that Act was substantially affected by the