Business sales and acquisitions – legal advice from start to finish

Key legal stages in buying and selling a business

Our solicitors provide expert guidance through each critical phase of the transaction:

Read our handy guide – I’ve found a business I’d like to buy.  What happens next?

Thorough due diligence

Due diligence is fundamental for both buyers and sellers. We’ll work closely with you as we conduct a comprehensive review of the company’s accounts, documents, assets, and business operations. This process is crucial for:

• Identifying any areas that require action prior to the sale or purchase.
• Uncovering potential risks, such as outdated contracts, gaps in employee documentation, or inadequate pension provisions.
• Ensuring full transparency and reducing the risk of post-completion disputes.
• Advising on the legal implications for employees during the transfer of a business, ensuring a smooth transition where staff are involved.

Share and asset purchase agreements

We’ll draft and negotiate the core agreement that formalises the transaction.

For buyers – We’ll meticulously draft and negotiate the Share Purchase Agreement (SPA) once due diligence is completed. This agreement will clearly set out the commercial terms of the transaction, along with suitable warranties and indemnities from the seller to protect your interests. Our experienced solicitors will negotiate the best possible deal on your behalf, aiming for a smooth process. We also advise on specific clauses related to purchase price adjustments and earn-out provisions, ensuring these complex mechanisms are clearly defined and enforceable.

For sellers – We provide advice on the warranties and indemnities you’ll be giving, ensuring you understand your ongoing liabilities. We also advise on asset purchase agreements, where only specific assets of a business are being transferred, rather than the company’s shares.