Assessing share deals

You must assess every share deal with a UK nexus you work on. While the obligations fall on the buyer, the seller and the target will be impacted if the deal is later voided, so you cannot ignore the Act in any share sale retainer.

You have the following options:

  1. You alone deal with the matter
  1. You review the NSI Act notification provisions.
  2. You explain them to the client.
  3. The client confirms that the target does not in any way operate in the 17 sensitive sectors.
  4. You agree with the client that the target does not in any way operate in the 17 sensitive sectors.
  5. Or, where applicable, you check that the transfer is not of control, as per the NSI Act.

This is for simple matters, where you are sure you know enough about the client's business and the NSI Act.

  1. The client appoints an external counsel to advise on the NSI Act
  1. You ensure you receive a copy of their advice that no report under the NSI Regime is needed.
  2. You explain to the client that Keystone is not advising on the NSI Act and that we'll rely entirely on the advice the client is taking elsewhere.
  3. You do not advise on the NSI Act.

This is for any matter, but usually only relevant where there is a concern that the NSI Act may apply.

  1. You ask Alexandra to advise whether the matter is reportable under the NSI Regime.

This is for any matter, and the preferred route. For simple matters, for a fixed fee of £450, she will probably be able to advise that the target does not fall into one of the 17 sensitive sectors. If so, that will be the end of the matter. Where there is a risk that the NSI Act may apply, she will let you know asap and work with you to resolve the matter. As the fixed fee won't apply, she will agree a suitable way of charging with you.

The 17 sensitive sectors are:

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