Buying or selling a business is one of the biggest decisions you are likely to make so you need to ensure that you have lawyers that speak your language and have the requisite skills to get the deal done.
Whether you are considering buying, investing in or selling a business, our specialist team can provide assistance and guide you thorough the process. We are proud of our record in acting for business owners whether in pursuing their plans for growth or implementing exit strategies.
Our team can advise on the structure of the deal, whether what you are buying or selling is a company (share purchase or sale) or its business and assets (asset purchase or sale).
Asset Sale/ Purchase
Our team can represent you in respect of your asset sale or purchase. An asset sale is when the buyer purchases the seller’s business and its assets but not the seller’s company. For example, the buyer may decide to purchase the goodwill of the business, its stock and equipment and take a lease of its premises. What the buyer will not purchase is the limited company from which the seller runs the business.
Share Sale/ Purchase
A share purchase is different to an asset purchase in that the buyer in a share purchase transaction purchases the shares of the seller’s limited company, rather than picking off specific assets of the seller’s business. This means that the buyer is taking the company with its complete trading history and all its liabilities. For that reason the due diligence undertaken for a share purchase is usually more extensive than for an asset purchase. The same can be said for the amount and extent of warranties likely to be insisted on by the buyer.
There are likely to be tax implications for you depending on how the deal is structured and therefore you should seek advice from your accountant on this point.
Heads of Terms and Due Diligence
Once a decision has been made regarding the deal we can prepare and negotiate the content of Heads of Terms to be signed by the buyer and the seller.
Due diligence is the process whereby the buyer can ask the seller detailed questions about the business so that they can ensure that they have a complete picture of the business that they are buying. Our team can assist and guide you through the due diligence process, if you are the buyer to advise upon the questions that you should be asking and if you are the seller to advise upon your replies to the questions raised by the buyer and to assist in collating the relevant documentation to be disclosed.
Asset Sale and Purchase Agreement/ Share Purchase Agreement
Once the due diligence process is complete we can draft the relevant contract, an Asset Sale and Purchase Agreement if the deal is structured as an asset sale or a Share Purchase Agreement if the deal is structured as a share sale. Our team can provide extensive advice regarding warranties, indemnities, apportionment and post- completion covenants. Our team will liaise with your accountant regarding the tax warranties and tax covenant (if appropriate).
Our team will also provide advice regarding the Disclosure Letter and bundle which needs to be prepared by the buyer as well as other ancillary documents such as resignations, board minutes and forms to be filed at Companies House.
If you are considering buying or selling a business contact our Commercial Team for assistance. With our expertise and experience we can help you achieve your objectives with cost effective and commercial solutions.
If you are considering purchasing a franchise our legal team can review the franchise agreement to help you understand the obligations that you have under the complicated documents.