Corporate Transactions

Buying and Selling

When you decide to sell your business you’re intent on gaining a long-awaited financial reward.  Buyers of course want to acquire a business on the right terms.   Clarity on how you are going to be paid and any ‘deferred’ consideration is especially important in a sale.

If you are buying, understanding the commercial arrangements your seller has in place with their own clients is vital – after all, you may inherit these contracts.  If venture capital or private equity is involved in your purchase, there will be additional documents requiring scrutiny.

There are two key documents which sit at the heart of the buying and selling process;

• The share purchase agreement / asset purchase agreement, containing the warranties and indemnities. Buyers want these, sellers want to resist them of course.  There is little protection post-completion so getting these right is utmost in our minds.  For example, sellers can find themselves on the end of poorly drafted clauses around deferred consideration, the total monies they had anticipated often do not materialise.
• The disclosure letter, qualifying those warranties.  If you are buyer disclosure is key – you want to know exactly what you’re buying.  If you are selling you must make sure disclosure is precise so that you don’t find later that you are liable for something.  One vital area of disclosure is tax liabilities.  We’ve come across buyers who have inherited hefty tax bills after their purchase which weren’t covered at disclosure.

Our expertise is in detailed drafting of these documents for buyers – and interrogating these documents when we’re acting for sellers.

Getting the deal over the line

We recognise that corporate transactions are not always straightforward.  Deals can be challenging to get across the line (for all manner of reasons).   We focus on the end result – whilst navigating whatever is thrown at you (and us) along the way.   Ultimately, we want to achieve the sale or purchase of the business in a way which best protects you. We work closely with your accountant as tax considerations need to be addressed from the start and financial matters sit at the heart of such transactions.

Employment law elements

Sales and purchases do sometimes throw up employment law issues in the form of redundancies, TUPE and restructures/re-organisations.  We can provide a seamless process where employment advice is concerned, bringing in our excellent senior employment law experts Luke Menzies or Anne-Marie Boyle as and when the time is right.

Speak to us about how we can help, whatever your corporate transaction.