Page last updated 30th May 2019.
The following documentation is designed to offer guidance and advice on Best Practice with regards to the communication of changes of ownership via acquisition, divestment or mergers with regards to printed books. It is expected that these documents will be used by acquiring, divesting and/or merging publishers primarily and referred to by retailers, data aggregators, distributors, any/all 3rd parties involved in the supply of printed books in the book industry.
It is expected that the Best Practice Guidelines documents (below) will be used once the key prelimin ary legal work has been completed. The accompanying document, “Mergers and Acquisitions: an Introduction to the Role of your Legal Team” – which has been kindly written by Harbottle & Lewis LLP – covers the key preliminary legal work areas.
Included in the scope of these documents are physical products and digital files associated with physical products. Separate documentation for eBooks, downloadable audiobooks and digital products can be viewed here.
Documentation
KEY PRELIMINARY LEGAL WORK AREAS:
WORKFLOW SUMMARY FOR DIGITAL & PHYSICAL (INFOGRAPHIC)
BIC ACQUISITIONS & DIVESTMENTS BEST PRACTICE GUIDELINES FOR PHYSICAL PRODUCTS:
Scenario 1: Publisher A purchases part/all of Publisher B and publisher A’s distributor is used for all
Scenario 2: Publisher A acquires part/all of Publisher B and both Publisher A’s and Publisher B’s distributors are used (i.e. there is no immediate change to distribution)
Scenario 3: Publisher A acquires part/all of Publisher B and uses a completely new distributor as a change in distribution is already in progress at Publisher A
Scenario 4: Publisher A acquires Publisher B, becoming new legal entity Publisher C and uses Publisher A’s distributor
Scenario 5: Publisher A acquires Publisher B, becoming new legal entity Publisher C and uses Publisher B’s distributor
Scenario 6: Publisher A acquires Publisher B, becoming new legal entity C. Both Publisher A’s and Publisher B’s distributors used (i.e. there is no immediate change to distribution)
Scenario 7: Publisher A acquires Publisher B, becoming new legal entity Publisher C and uses completely new distributor
Scenario 8: Publisher A acquires Publisher B, becoming new legal entity Publisher C. Publisher A and Publisher B already use the same distributor (i.e. there is no immediate change to distribution)
Scenario 9: Publisher changes distributor