Buying / Selling a Business

We provide expert legal help to guide you through the process by:

• Advising on any exclusivity required so the buyer carries out due diligence and negotiates terms of sale secure in the knowledge that the seller will not negotiate with other parties.
• Protecting the Seller’s confidential information so that the buyer does not misuse the information it has access to during due diligence.
• Advising on asset purchase and share purchase agreements
• Due diligence fact finding with other advisers to ensure that the business is worth what you are paying for it (if you are the buyer) and to advise whether buying the seller’s shares or just buying its business assets would suit your requirements best.
• Advising and assisting with the letter of intent.

Due Diligence work would include

• Examining and advising on the seller’s title to the Intellectual Property Rights (such as trade marks, patents or design rights) needed by the buyer.
• Reviewing key contracts with third parties such as Agency, distribution or franchise agreements, as well as terms & conditions of sale. Enforceability of these will be vital to the future success of the business.
• The Employment contracts and Directors service contracts, and how TUPE would apply
• Insurance policies
• Records filed with Companies House.
• if you are buying shares you will often acquire the company with tax liabilities and these need to be identified precisely and often a Tax Deed will need to be obtained from the Seller - so that you are indemnified against unforeseen or unexpected tax demands after completion of your purchase).
• Ascertaining whether the business is party to any litigation or threat of litigation.

Warranties and Indemnities

• The seller’s replies to enquiries will help us to determine whether any of them should form the basis of the seller’s warranties in the Share Purchase or Asset Purchase Agreement.
• If you are buying a company which is involved in ongoing litigation we help you decide whether to withdraw if the litigation seems too risky, whether to defer proceeding until it is resolved or if that is not viable proceed on the basis that the price is reduced by the seller to reflect the risk or on the basis that part of the price is held back by you to be released only upon a satisfactory outcome.

If you are selling your business, then consider a Pre-sale Health Check to help avoid unnecessary stress and delays during the actual due diligence.

If you have any queries please email us or ring Peter on 020 7700 1414