BUSINESS LAW
BUYING or SELLING your BUSINESS
With broad experience advising export-focused SMEs, we advise on:
- Buying and selling company shares and business assets
- Merging (amalgamating) companies after purchase
- Establishing and running overseas subsidiaries
Our experience includes company purchases and joint ventures in Scotland, England, Canada, USA, Germany, Poland, Ireland, Denmark, Sweden, Finland, Switzerland, Spain, the Netherlands, India, Australia, Singapore and South Africa.
buying a business
Every deal is different, but they all fall into two categories:
- Buy the company
- Buy the assets
There isn’t a single correct approach. Each will have advantages and disadvantages for buyers and sellers alike.
Buying assets instead of shares will normally leave more pre-transaction risks in the seller’s hands. That can be attractive for a buyer, but also disruptive. It means transferring staff to the new employer, and asking customers and suppliers to ‘novate’ their contracts.
Working with your accountants and other advisors, we’ll guide you through the whole process: agreement in principle (or “heads of terms”), transaction structure, due diligence, negotiating the detailed purchase agreement and then concluding the purchase or sale.
What is due diligence?
The oldest rule in business is probably, “buyer beware”. Legal due diligence will usually involve:
- Reviewing contracts with customers, suppliers and employees
- Checking the business owns (or has licences to use) any intellectual property it relies on
- Finding out about active or potential lawsuits
- Detecting regulatory issues
Armed with this information, you can make better decisions about how to value the business, and we can seek added protections for you in the purchase agreement.
Selling your business
As a seller, you should expect your buyer to dig around the same way you would if you were the buyer.
We know what prospective buyers are likely to look for, and then help you answer their queries and overcome roadblocks. If they ask you for concessions or warranties, we advise whether their requests are reasonable and negotiate compromises.
