business sale or purchase

If your business is for sale, or if you are looking to acquire a business, this will be an important step in your strategic plans. Negotiating the best deal will require tenacity, creativity, flexibility, and strong project management skills. There are several important legal risks to consider, and working with our team of expert corporate lawyers will help you plan for and negotiate the sale or purchase successfully.

Why hire a corporate solicitor for your transaction?

Regardless of the size of the business, there are detailed procedures to follow and you will need bespoke and carefully drafted contractual documents to protect your interests – during the deal and afterwards. Working with a team of experienced corporate solicitors can add value, help to reduce risk, and protect your best interests.  For example, if a particular contract, supply chain, or asset is important to you, you will need to ensure that it is as valuable as you believe and that it is adequately secured for the future.

What is the process for selling or buying a company or business?

Most commonly, there are two routes to sell or buy a business. These are:

• A business (or asset) sale – under this transaction, all or a part of the assets, goodwill and contracts of a business are transferred from the seller to a buyer, and the buyer will pick which assets and liabilities it wishes to acquire.

• A company (or share) sale – under this transaction, all (or the majority of) shares in the company are transferred to a buyer, and the buyer will become the owner of the company and everything it owns (including its assets, obligations and liabilities).

When choosing between these options, there are various advantages and disadvantages to consider, depending on your circumstances, your strategic goals and the business itself. Our solicitors will advise you on which transaction structure is most appropriate for your objectives.

What is the role of a company solicitor in a corporate acquisition?

Generally, the key stages to complete a company or business sale involve:

• Heads of terms – drafting and negotiating the Heads of Terms to set out the basis of the transaction.
• Due diligence – dealing with due diligence, whereby the buyer investigates the target business to ensure they are aware of all potential liabilities. We will advise you on any issues which arise, for example around employment (such as redundancies and TUPE) and the impact on commercial contracts.
• Key contractual documents – we will draft, negotiate, and agree various contractual documents, including:
  • a purchase agreement (either an ‘Asset Purchase Agreement’ or a ‘Share Purchase Agreement’) to govern the terms of the sale, including appropriate warranties and indemnities (contractual assurances about the state of the business);
  • a ‘Disclosure Letter’, prepared by the seller to disclose any liabilities of the business being sold and limit the liability of the seller under the warranties in the purchase agreement;
  • various ancillary documents to transfer legal ownership of the assets or shares in the target business; and
  • any required funding arrangements for the transaction.
• Completion – dealing with the completion process, whereby all documents are signed and then dealing with any post-sale requirements.

No two transactions are ever the same, and each business will need assistance from a corporate solicitor to help with forward planning and strategic advice, to prepare the necessary contractual documentation, negotiate on their behalf, and to ensure that the correct company law procedures are followed.

How we can help

Whether you are looking to buy or sell a small or large business, our experienced Company & Commercial lawyers will guide you through each step and be by your side to ensure you get the best possible deal.

In addition to the steps outlined above, we also provide support in regard to:

• ensuring all the correct corporate law procedures are followed and offering company secretarial services (such as updating statutory registers and dealing with Companies House filings);
• drawing upon the expertise of colleagues, for example in regard to commercial property, employment law or commercial litigation;
• liaising with other advisors as required, including tax and financial advisors, for support with the transaction;
• dealing with exchange and completion of the transaction and preparing documentation to evidence ownership of the business or company; and
• dealing with any post sale document filings.

Why choose Geoffrey Leaver Solicitors?

Our corporate solicitors based in Milton Keynes have successfully completed numerous UK and international sales and purchases of companies and businesses, ranging from small business sales to large and complex cross border transactions. Our team have wide-ranging experience across all sectors, ranging from traditional manufacturing to insurance brokers, car retail businesses, software developers and high-tech firms.

Our recent transactions have included:

• Geoffrey Leaver Solicitors corporate team fine-tune the sale of music legend Marshall Amplification to Zound Industries.
• Assisting a client in the purchase of a manufacturing business in Vietnam;
• Sale of the majority shareholding in a large multi outlet car retail business;
• Sale of 100% shareholding in a software supply and development company;
• Advising and assisting with the multi-million pound purchase of a family-run construction supply company.

To make an appointment to see one of our Corporate Lawyers, Tim Roberts, Danielle Austin or Gemma Gurney please call on 01908 692769 or contact us.

What our clients say:

“I was delighted with the help that was given to my company by Geoffrey Leaver Solicitors during its sale to the next owner. His work was quick and diligent and the costs were modest. You could not ask for a better service.”
John Doggart, Managing Director, ECD Limited

For more information about how we can help, you can read testimonials from our company commercial clients