TCLA Vacation Scheme Applications Discussion Thread 2021-22 (#1)

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GXA123

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    Commerciallaw

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    I have a question - i read that an asset purchase is more complex than a share purchase? why is this? I had initially assumed that, for example, the DD for an asset purchase would be easier because there are just less stuff to consider and attention can be more focused?
     

    VS513

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    Nov 2, 2021
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    Hi guys,

    Any idea if Hogan Lovells and Eversheds London have sent out most of their AC applications/VI for Eversheds for the summer vacation scheme?

    I submitted both applications close to the last day and completed the WG for HL on Jan 6th- just trying to manage expectations here!
     

    George Maxwell

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    Hello forum!

    Apologies if you have tagged me over the past week or so and I have not replied. I have been away revising for exams. Thankfully they went ok(🤞)!

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    Please do tag me as normal if I can help at all.

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    Looking forward to getting involved again everyone!

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    Rob93

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    Dec 29, 2020
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    I have a question - i read that an asset purchase is more.complex than a share purchase? why is this? I has initially assumed that, for example, the DD for an asset purchase would be easier because there are just less stuff to consider and attention can be more focused?
    I'm not sure if 'more complex' is right, especially in terms of DD, but in terms of ownership transfer, share purchase is obviously just the shares of the company - asset purchases you have to deal with the individual assets, if there's real estate involved this can become quite a substantial administrative task. Valuation is probably more challenging in some ways since you're not just (I say 'just' like it's easy, bankers please don't hurt me) forecasting future returns of a going concern based on historic performance. Employment concerns w asset purchases probably also more complicated, also issues around any existing service or supply contracts which would roll over in share purchase (subject to change of control termination rights) whereas asset purchase likely will require more proactive action to ensure continuity. Questions also around whether portion of the seller's financial liabilities should transfer alongside the assets (especially if secured against same) - if not, issue of releasing those assets from security.

    There are probably more reasons but hopefully that is helpful
     

    YUKI1201

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  • Mar 3, 2021
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    I have a question - i read that an asset purchase is more complex than a share purchase? why is this? I had initially assumed that, for example, the DD for an asset purchase would be easier because there are just less stuff to consider and attention can be more focused?
    Not exactly sure but here's my understanding: for a share purchase all the assets/liabilities/obligations will remain in place so you don't have to deal with them separately, whereas for asset purchase you'll need formalities for each asset you purchase, and that the contracts with customer/supplier will not automatically transfer so will again require additional assignment.
     
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    LawfulRust00

    Legendary Member
  • Dec 20, 2021
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    Hi guys,

    Any idea if Hogan Lovells and Eversheds London have sent out most of their AC applications/VI for Eversheds for the summer vacation scheme?

    I submitted both applications close to the last day and completed the WG for HL on Jan 6th- just trying to manage expectations here!
    I have received a VI invite for Eversheds.
     

    YUKI1201

    Valued Member
  • Mar 3, 2021
    124
    519
    Hi guys,

    Any idea if Hogan Lovells and Eversheds London have sent out most of their AC applications/VI for Eversheds for the summer vacation scheme?

    I submitted both applications close to the last day and completed the WG for HL on Jan 6th- just trying to manage expectations here!
    I received HL AC on Saturday (I did my WG on the 6th or 7th) but have only seen one or two other people who also got it, so I think it's still early days!
     

    Law2021vacschemer

    Valued Member
    Dec 7, 2021
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    I have a question - i read that an asset purchase is more complex than a share purchase? why is this? I had initially assumed that, for example, the DD for an asset purchase would be easier because there are just less stuff to consider and attention can be more focused?
    Asset purchase tends to require quite a lot of negotiation over which assets the company is or isn’t willing to sell- the company likely won’t want to give away all their best assets and then be left with the less profitable/beneficial ones and so I think the negotiations tend to be pretty intense. Also most companies wanting to sell will want to sell the whole business, not just parts of it and so may refuse an asset purchase.
     
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    Commerciallaw

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  • Aug 30, 2021
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    I'm not sure if 'more complex' is right, especially in terms of DD, but in terms of ownership transfer, share purchase is obviously just the shares of the company - asset purchases you have to deal with the individual assets, if there's real estate involved this can become quite a substantial administrative task. Valuation is probably more challenging in some ways since you're not just (I say 'just' like it's easy, bankers please don't hurt me) forecasting future returns of a going concern based on historic performance. Employment concerns w asset purchases probably also more complicated, also issues around any existing service or supply contracts which would roll over in share purchase (subject to change of control termination rights) whereas asset purchase likely will require more proactive action to ensure continuity. Questions also around whether portion of the seller's financial liabilities should transfer alongside the assets (especially if secured against same) - if not, issue of releasing those assets from security.

    There are probably more reasons but hopefully that is helpful
    Not exactly sure but here's my understanding: for a share purchase all the assets/liabilities/obligations will remain in place so you don't have to deal with them separately, whereas for asset purchase you'll need formalities for each asset you purchase, and that the contracts with customer/supplier will not automatically transfer so will again require additional assignment.
    Asset purchase tends to require quite a lot of negotiation over which assets the company is or isn’t willing to sell- the company likely won’t want to give away all their best assets and then be left with the less profitable/beneficial ones and so I think the negotiations tend to be pretty intense. Also most companies wanting to sell will want to sell the whole business, not just parts of it and so may refuse an asset purchase.
    Thank you all! Very helpful ( I love this community)!!

    I did some more research and I found also that
    1) employment contracts, for example, may need to be renegotiated
    2) Need to re-title the individual assets
    3) Target board is needed to approve the transaction
     
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