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Field notes on UK data rooms.

Practical guides on UK data rooms, GDPR-compliant file sharing, M&A due diligence, and secure client portals.

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W&I Insurance: A UK Guide to Warranty and Indemnity Insurance in M&A

data-room
28 Oct 2026 · 14 min read

W&I (warranty and indemnity) insurance pays for losses from a breach of the warranties, and usually the tax covenant, in a share or asset sale. In the UK the buyer usually holds the policy, the seller's liability can be capped at £1, and the premium is typically 0.75% to 1.6% of the policy limit, plus 12% Insurance Premium Tax.

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Disclosure Letters in a UK Share Sale: A Seller's Guide

data-room
26 Oct 2026 · 14 min read

A disclosure letter is a letter from the seller to the buyer, dated and delivered when the share purchase agreement is signed, that sets out exceptions to the warranties. A matter fairly disclosed in it cannot found a warranty claim. It contains general disclosures, often including the data room, and specific disclosures against individual warranties.

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Completion Accounts: How the Price Adjustment Works in a UK Company Sale

data-room
26 Oct 2026 · 13 min read

Completion accounts are accounts drawn up after a company sale completes, showing the actual cash, debt and working capital on the completion date. The buyer pays an estimated price on the day, and once the accounts are agreed the price moves pound for pound. They are the main alternative to a locked box in UK share sales.

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How to Sell a Business in the UK: A Step-by-Step Guide for Owners

data-room
23 Oct 2026 · 18 min read

Selling a UK business usually takes six to twelve months: prepare the accounts and paperwork, value the business, approach buyers under an NDA, agree heads of terms, get through due diligence, then negotiate the sale agreement and complete. For a share sale from 6 April 2026, Business Asset Disposal Relief taxes up to £1 million of lifetime gains at 18%, against 24% for a higher-rate taxpayer without it.

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Heads of Terms for a UK Business Sale: Guide and Template

data-room
20 Oct 2026 · 14 min read

Heads of terms are a short, mostly non-binding document that records the agreed outline of a deal before the contract is drafted: price, structure, timetable, conditions and exclusivity. In the UK only a few clauses usually bind, typically exclusivity, confidentiality, costs and governing law. Sellers should settle the price mechanism and keep exclusivity short before signing.

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Online Data Room: UK Buyer Guide (2026)

data-room
21 May 2026 · 9 min read

An online data room is a web-based, secure repository for confidential business documents. UK SMBs use one for fundraises, M&A, due diligence and client onboarding. This guide explains what counts as an online data room, when you actually need one, and how the main UK options compare on pricing, residency and setup speed.

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Data Room for US Startups: 2026 Buyer Guide

data-room
18 May 2026 · 9 min read

A virtual data room for US startups is the secure repository where SAFE-round investors, Series A counsel and acquirers read your diligence pack. This guide covers what to put in a Delaware C-Corp data room, how US-relevant tools compare on price and residency, and when a non-US vendor makes sense as a faster, cheaper option.

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