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Associated legal terms

Locked box deal

The buyer will determine the purchase price by reference to a set of accounts, but usually a more recent set than the last audited accounts, such as management accounts or a specific set of accounts prepared for the purposes of valuation (the date of such accounts being the locked box date) and any other information available by means of due diligence. The locked box date is the date from which the buyer is treated as having taken economic ownership of the target company/target business. The price is fixed at signing and there is an additional covenant providing the buyer with pound for pound compensation for certain matters taking place between the locked box date and completion.

Non-executive director(s) (NEDs)

The CA 2006 makes no distinction between executive and non-executive directors. NEDs essentially have the same duties, responsibilities and potential liabilities under law as executive directors however in the corporate governance arena the NEDs of listed companies should scrutinise the performance of executive management in meeting agreed goals and objectives and monitor the reporting of performance. They should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. They are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and, where necessary, removing executive directors, and in succession planning (see Provision 13 of the UKCG Code).

Ratchet

A structure that determines the eventual equity allocation between groups of shareholders. A ratchet enables a management team to increase its share of equity in a company if it is performing well. The equity allocation varies, depending on the performance of the company and the rate of return.
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