Business Sales & Acquisitions
If you are looking to sell or purchase a company (or its assets) Parker Arrenberg is here to advise, draft and guide you through the process from start to finish.
Parker Arrenberg Solicitors can assist with a share or asset sale and purchase of a business.
We undertake the legal due diligence.
We identify any legal risks affecting rights or obligations of the target (eg ownership of property, equipment or vehicles, employment disputes, ongoing litigation, intellectual property, and client contracts)
From the outset of discussions, it is paramount that those selling or buying a business (or its assets) seek legal advice. Be as honest as possible throughout the process, hire professionals and protect the integrity of your business.
Share or Asset Purchase? A share purchase is then the buyer inherits the company, warts and all. Every liability on that balance sheet will become the buyers. Whereas an asset sale the buyer can select the assets that they inherit – staff, equipment, property, database etc.
Due Diligence Process Due diligence uncovers some of the hidden aspects of the business, and poor consideration could cost you dearly. This is the stage in the selling process where the vendor will have to disclose information and documentation about their business to under close scrutiny.
Full Disclosure – The potential buyer should seek a comprehensive list of documents and information from the seller the request for such information is normally sought by the solicitor representing the buyer, the requests are set out in a Due Diligence Questionnaire.
Proactive sellers will already have a ‘seller’s pack’ prepared that can be issued to the buyer during early negotiations. This pack will assist the lawyers draft and agree the firm Head of Terms – setting out the objectives of the sale/purchase. It can also save time and money further down the line. If a seller gives upfront honest disclose in the early stages when agreeing on the purchase price, the buyer will have fewer grounds for seeking a reduction later in the process.
Rob Goddard, CEO at leading business intermediaries, Evolution CBS, states “Always, always use an experienced M&A lawyer. They are there to represent and protect you but you must disclose any sensitive issues. There’s unlikely to be anything that an experienced lawyer hasn’t dealt with before so choose your advisers with care but don’t try to hide information – it will come out so it’s better to be proactive”.
Legal, financial and commercial Due Diligence – There are generally three limbs of due diligence; legal, financial and commercial. A sensible buyer will not only look at the statutory accounts filed, they will want to look at forecasts, budgets, and monthly management accounts. As such, the seller should always ensure the finances are up-to-date and be in a position to confidently explain how the forecasts viable.
A seller will be asked for employee, client and supplier contracts, any shareholder agreements, asset registers etc. If sellers are able to prepare this documentation in advance of putting the business ‘up for sale’ the sale can proceed swiftly.
Non-Disclosure Agreements – It is important to ensure that the buyer does not divulge any sensitive information it obtains to anyone other than its professional advisors. It is perfectly acceptable for the seller to request the potential buyer enters into a confidentiality agreement/non-disclosure agreement. This will prohibit the prospective buyer from disclosing or using the information disclosed by the seller for any purpose other than undertaking due diligence for the proposed purchase.
Another way to protect sensitive information is to only permit the buyer access to the seller’s management team or senior staff.
Avoid deal fatigue – It’s always important to deal with moving! Avoid ‘deal fatigue’ by instructing lawyers early, maintain communication at all times and consider having the purchase/sale pack referred to above prepared in advance of placing the business or assets up for sale.
A failure to action requests quickly or not responding to queries will result in a buyer abandoning the purchase.
Our business sales and acquisitions solicitors are highly acclaimed and can provide you with complete peace of mind on all your commercial needs. Our experienced team of commercial law solicitors will help you to protect the value generated by your business dealings while managing the legal risks to your business. With over 30 years in the industry, you can count on us for trusted and professional legal advice.
We pride ourselves on our diligent attention to detail and take the time to understand your business and the environment in which it operates.
Our Solicitors offer a pragmatic and commercially minded approach, ensuring a deep understanding of the issues affecting you and your industry. We offer high-quality advice in clear plain English and we pride ourselves on keeping to your deadlines and budgets.
Your solicitor will always ensure that you are fully aware of any fees involved, and where possible we will work to a range of fixed fees depending on your requirements. If that is not possible, we will provide you with a very clear and transparent fee quotation that ensures you fully understand the fees you need to pay and what is included in those fees.
Get in Touch with our Commercial Law Solicitors Today!
Parker Arrenberg have experienced Business Formations & Acquisitions Solicitors who make it their priority interest to ensure all aspects of your case are handled seamlessly and professionally. Based in South East London, Catford and City of London, we provide a personal approach to our service and are only call or email away should you need us.
For all your legal needs, get in touch with one of our expert solicitors today. For new enquiries please call 020 3911 2084, for general enquiries or anything else please call 020 8695 2330. You can also email us at email@example.com and we will get back to you.