Business Sales and Purchase of Assets Shares

There are so many things to consider when embarking on this:

  • Share sale or asset sale?

  • Warranties and indemnities?

  • Continuing or leaving employees?

  • Leasehold or freehold property?

  • Intellectual Property (Trademarks, Patents, Copyright, Design)

  • Consultancy Agreements

  • Supplier Contracts

  • Distribution Agreements

Are you selling the shares in the company which will continue to own the assets, or are you selling the assets but retaining the shell company possibly then to be wound up. Most buyers would prefer to buy the assets only and avoid the company’s continuing liability for unannounced liabilities e.g. tax, environmental issues, potential but uninitiated claims against the company. The sellers often prefer the opposite and in order to avoid having to obtain the consent of customers or suppliers to the assignment or ‘novation’ of existing contracts upon sale of the shares.

An asset purchase sometimes has far more individual transfer transactions and documents to be prepared. Confidentiality (NDA) Agreements, Exclusivity Agreements and Heads of Terms may have to be produced before proceeding to the full Share or Asset Sale Agreements to tie the parties together whilst the purchaser executes his ‘due diligence’ investigation of all the sellers assets and liabilities. All of these issues and options should be discussed with us in order for you to decide on the appropriate strategy.