Mergers and Acquisitions

Buying or selling a business is a significant commercial event, often involving complex legal, financial and operational considerations. Whether acting for a buyer, a seller or a management team, careful legal advice is essential to ensure that the transaction is structured appropriately, risks are identified at an early stage and the documentation reflects the commercial deal agreed.

We advise business owners, shareholders, investors and management teams on all aspects of business acquisitions and disposals. Our experience covers transactions of varying size and complexity, acting across a wide range of sectors. We provide clear, pragmatic advice throughout the transaction process, from initial discussions and heads of terms through to completion and post completion matters.

Structuring business acquisitions and disposals

Business transactions are commonly structured as either a share sale or an asset sale, although more complex structures may be appropriate in certain circumstances. Each structure has different implications in terms of liability exposure, employee obligations, regulatory requirements and tax treatment. We advise clients on the relative advantages and risks of each approach, taking into account the nature of the business, the commercial objectives of the parties and any relevant tax considerations.

Due diligence and risk management

Legal due diligence is a critical component of any acquisition or disposal. We carry out detailed due diligence to identify issues that may affect value, risk or the viability of the transaction. This includes reviewing commercial contracts, employment arrangements, intellectual property, property interests and regulatory compliance. Where issues are identified, we advise on how those risks can be managed, whether through contractual protection, changes to the transaction structure or commercial negotiation.

Transaction documentation

We advise on the negotiation and drafting of all transaction documentation required to complete a business acquisition or sale. This typically includes the principal purchase agreement and any ancillary documents. Our advice covers matters such as warranties and indemnities, limitations of liability, deferred consideration, earn out arrangements and post completion restrictions. Our focus is on ensuring that the documentation accurately reflects the commercial agreement while providing appropriate protection for our client.

Management buyouts and investment structures

We regularly advise on management buyouts and other investment led transactions, acting for management teams, exiting shareholders and investors. These transactions often involve a combination of acquisition documentation, shareholder arrangements and external funding. Our broader corporate expertise allows us to provide joined up advice across acquisitions, lending and security, and shareholder governance.

Working with advisers and funders

Business acquisitions and sales frequently involve close collaboration with accountants, tax advisers and funders. We work alongside professional advisers to ensure that legal, financial and tax considerations are aligned and that transactions progress efficiently. Where appropriate, we also advise on related matters such as corporate restructuring, shareholder agreements and governance arrangements following completion.

Our approach

Our approach to business acquisitions and sales is commercially focused and proportionate. We understand the pressures and time constraints that often accompany transactions and provide advice that is clear, responsive and practical. Clients value our ability to explain complex issues in straightforward terms and to progress transactions decisively while managing legal risk.

If you are considering buying or selling a business, or are exploring strategic options for your company, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

│   ├── Buying a Business

Buying a Business

Buying a business can be an effective way to expand operations, acquire an established customer base or enter a new market. However, acquiring an existing business involves legal and commercial risks that require careful management. Proper legal advice is essential to ensure that the transaction is structured correctly and that potential liabilities are identified before completion.

We advise individuals, companies and investors on the purchase of businesses across a wide range of sectors. Our role is to guide clients through the acquisition process, from initial discussions through to completion and post completion matters, providing clear and pragmatic advice at each stage.

Structuring the acquisition

A business purchase is typically structured either as a share acquisition or an asset acquisition. Each approach carries different implications in terms of liability exposure, employee obligations, regulatory requirements and tax treatment. We advise buyers on the most appropriate structure in light of the nature of the business, the risks involved and the client’s commercial objectives.

Legal due diligence

Legal due diligence is a critical part of any acquisition. We carry out detailed due diligence to identify issues that may affect value or risk, including matters relating to commercial contracts, employees, intellectual property, property interests and regulatory compliance. Where issues arise, we advise on how those risks can be addressed through contractual protection, restructuring or pricing mechanisms.

Transaction documentation

We advise on the negotiation and drafting of the acquisition documentation, including the purchase agreement and related documents. This typically includes advice on warranties, indemnities, limitations of liability, deferred consideration and earn out arrangements. Our focus is on ensuring that the documentation reflects the commercial deal agreed while providing appropriate protection for the buyer.

Funding and post acquisition matters

Many acquisitions involve third party funding, shareholder arrangements or post acquisition restructuring. Our wider corporate expertise allows us to advise on lending and security arrangements, shareholder agreements and governance issues following completion. We work closely with accountants, tax advisers and funders to ensure that transactions are progressed efficiently.

Our approach

Our approach to advising on business acquisitions is practical and commercially focused. We understand the need to progress transactions efficiently while managing risk and protecting our client’s position. Clients value our clear communication, responsiveness and ability to deal with issues decisively as they arise.

If you are considering buying a business or would like advice on a proposed acquisition, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

│   ├── Selling a Business

Selling a Business

Selling a business is often the culmination of years of work and investment. Whether the sale forms part of a planned exit, a succession arrangement or a wider strategic decision, careful legal advice is essential to protect value, manage risk and ensure that the transaction proceeds on appropriate terms.

We advise business owners and shareholders on the sale of businesses across a wide range of sectors. Our role is to guide sellers through the transaction process from the early stages of negotiation through to completion and post completion matters, providing clear and commercially focused advice throughout.

Preparing for a sale

Early preparation can materially affect the outcome of a business sale. We work with sellers to identify potential legal issues at an early stage and to ensure that the business is in a suitable position to be marketed. This may include reviewing ownership structures, key commercial contracts, intellectual property arrangements and governance matters. Addressing issues in advance can reduce delay, strengthen negotiating position and minimise the risk of later price adjustments.

Structuring the transaction

A business sale is commonly structured as either a share sale or an asset sale. Each structure carries different implications in terms of tax, liability exposure and ongoing obligations. We advise sellers on the most appropriate structure having regard to commercial objectives, risk allocation and tax considerations.

Due diligence and disclosure

Buyers will typically carry out legal due diligence as part of the transaction. We assist sellers in managing this process by coordinating responses to enquiries and advising on the preparation of disclosure documentation. Proper disclosure is a key tool in managing risk and limiting post completion liability, and we take a careful and proportionate approach to this aspect of the transaction.

Sale documentation and negotiations

We advise on the negotiation and drafting of the sale documentation, including the principal sale agreement and related documents. Our advice covers matters such as warranties and indemnities, limitations of liability, deferred consideration and earn out arrangements. Our focus is on ensuring that the documentation accurately reflects the commercial terms agreed while protecting the seller’s position.

Post completion matters

Following completion, sellers may continue to have obligations under the transaction documentation, including restrictive covenants or transitional arrangements. We advise on post completion matters to ensure that ongoing obligations are clearly understood and appropriately managed.

Our approach

Our approach to advising on business sales is pragmatic and commercially focused. We understand the importance of achieving a clean and certain exit while managing legal risk. Clients value our clear communication, responsiveness and ability to deal with issues decisively as they arise.

If you are considering selling a business or would like advice on a proposed disposal, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

│   ├── Share Sales

Share Sales

A share sale involves the sale of shares in a company rather than the transfer of its underlying assets. This structure is commonly used where the business is operated through a limited company and the buyer wishes to acquire the company as a going concern. Share sales can be efficient and commercially attractive, but they carry distinct legal and risk considerations that require careful management.

We advise shareholders and companies on share sale transactions across a wide range of sectors. Our role is to guide sellers through the legal process, from the early stages of negotiation through to completion and post completion matters, ensuring that the transaction is structured appropriately and that risk is managed effectively.

Understanding the implications of a share sale

In a share sale, the buyer acquires the company together with its assets, liabilities and contractual obligations. This means that the seller’s potential exposure does not automatically end on completion. We advise sellers on the implications of transferring ownership in this way and on how legal risk can be mitigated through careful drafting and disclosure.

Due diligence and disclosure

Buyers will typically carry out detailed due diligence on the company as part of a share sale. We assist sellers in managing this process by coordinating responses to enquiries and advising on the preparation of disclosure documentation. Proper disclosure is essential in limiting post completion liability and reducing the risk of future claims. We take a proportionate and structured approach to disclosure, balancing legal protection with commercial realities.

Share sale documentation

We advise on the negotiation and drafting of the share purchase agreement and related documentation. This includes advising on warranties and indemnities, limitations of liability, price adjustment mechanisms, deferred consideration and earn out arrangements. Our focus is on ensuring that the documentation reflects the agreed commercial terms while providing appropriate protection for the seller.

Completion and post completion matters

Following completion of a share sale, sellers may remain subject to ongoing obligations, such as restrictive covenants or transitional arrangements. We advise on post completion matters to ensure that any continuing obligations are clearly understood and appropriately managed.

Our approach

Our approach to advising on share sales is pragmatic and commercially focused. We understand the importance of achieving certainty on completion and managing legal risk in a way that supports a clean exit. Clients value our clear communication, responsiveness and ability to address issues decisively as they arise during the transaction process.

If you are considering a share sale or require advice on the sale of shares in your company, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.

│   ├── Asset Sales

Asset Sales

An asset sale involves the sale of specific business assets rather than the transfer of shares in a company. This structure is commonly used where a buyer wishes to acquire particular assets without assuming all of the liabilities of the seller, or where a business is being sold in part rather than as a whole. Asset sales can offer flexibility and risk control, but they require careful legal structuring to ensure that the transaction achieves the intended commercial outcome.

We advise businesses and shareholders on asset sale transactions across a wide range of sectors. Our role is to guide sellers through the transaction process, from the early stages of negotiation through to completion and post completion matters, ensuring that the scope of assets being sold is clearly defined and that legal risk is appropriately managed.

Structuring an asset sale

In an asset sale, the parties must agree precisely which assets and liabilities are to be transferred. This can include goodwill, contracts, intellectual property, property interests, stock and equipment. We advise sellers on structuring the transaction to reflect commercial objectives, taking into account tax considerations, regulatory requirements and the practical operation of the business following completion.

Contracts, employees and regulatory issues

Asset sales often raise specific issues relating to the transfer of contracts, employees and regulatory approvals. Certain contracts may require third party consent before they can be transferred, and employee transfers may be subject to statutory protections. We advise on these issues at an early stage to avoid delay and to ensure compliance with applicable legal requirements.

Due diligence and disclosure

Although asset sales are often viewed as lower risk for sellers than share sales, buyers will still carry out legal due diligence on the assets being acquired. We assist sellers in managing this process by coordinating responses to enquiries and advising on disclosure where appropriate. Our focus is on ensuring that information is provided accurately and proportionately, while protecting the seller’s position.

Asset sale documentation

We advise on the negotiation and drafting of the asset purchase agreement and any ancillary documentation required to complete the transaction. This includes advising on warranties, indemnities, limitations of liability and transitional arrangements. Our objective is to ensure that the documentation clearly records what is being sold and on what terms, while limiting ongoing exposure for the seller.

Post completion matters

Following completion of an asset sale, sellers may need to address residual obligations, such as the retention of excluded liabilities or the continuation of parts of the business. We advise on post completion matters to ensure that these issues are managed effectively and that the transition is handled smoothly.

Our approach

Our approach to advising on asset sales is pragmatic and commercially focused. We understand the importance of certainty, clarity and efficiency in these transactions and provide advice that supports informed decision making while managing legal risk.

If you are considering an asset sale or require advice on the disposal of part or all of your business assets, our Corporate team would be pleased to assist. Please contact us to arrange an initial discussion.