Advising the Buyer On Issues In Documents

Question 1

Where are these documents that we are advising the buyer on

Answer 1

Data room

Question 2

Directors’ service agreements

Answer 2

Restrictive covenants = must be enforceable

Question 3

Normal employees’ service agreement

Answer 3

Data protection - ‘processing’ of any personal data must be done in accordance with DPA 2018

DPA 2018 - requires Target to tell relevant employee the reason for transferring the data to bidders - would tip them off on confidential information

Question 4

What should I advise if there are shared services at head office that will stop once Target leaves the group?

Answer 4

Buyer will want a transitional services agreement = parent continues to provide the services for a short period post-completion.

Gives the Buyer opportunity to set up own target with missing function or for target to set up

Question 5

Parent group final salary pensions scheme

Answer 5

If Target employees participate in a group final salary pension scheme that is deficit, Target may be liable under s.75 Pensions Act when it leaves the group