BREXIT PROJECT: You can find up-to-date information on the impact of Brexit on the development, negotiation and applicability of this precedent under Practice Notes: Brexit – IP completion day impact on private M&A sale and purchase agreements, What does IP Completion Day mean for contractual clauses? and brexit – the development of boilerplate clauses. 1. Mergers (or direct mergers) – the objective is transferred to the buyer and takes over all the assets, rights and liabilities of the target entity (the objective then ceases to exist as a separate entity); Clause 6.1 recognises that the seller generally expects the right to disclose information that would otherwise be considered confidential: an important distinction should be made between the purchase of shares and the purchase of assets. An asset transaction involves the purchase or sale of some or all of a company`s assets, such as equipment, inventory, real estate, contracts, or leases. An asset purchase can be beneficial because it allows a buyer to be selective about the assets they buy. In addition, the purchase of assets allows a buyer to acquire ownership of a business without the liabilities that would accompany the assets during a share purchase. In the event of the acquisition of assets, significant SD remains necessary, in particular as regards the ownership of these assets and the rights of pledge. The completion of a share or asset acquisition depends on many considerations and the objectives of the acquirer.