We advise on business sales and purchases from sole traders and owner managed companies to very large transactions involving group structures and overseas companies. Our team have vast experience in handling the most tricky business sales and purchases especially where financing concerns are proving a challenge. Our lawyers keep the process straightforward and give an old-fashioned, highly responsive, personal service. Our team covers all of the following stages in a mergers and acquisitions process:
Preliminary meetings & valuation
First discussions will address the main commercial terms of the sale, such as price, payment terms and the role of the Seller after completion. The negotiations on valuation of the business may take some moths and involve the input of the accountant of the business.
Heads of Terms
Once the main commercial terms are agreed, the parties will choose their legal advisors, who will assist with writing down the terms of the deal in a Heads of Terms. The purpose of a HoT document is to avoid misunderstanding later on. Often parties can interpret the terms in different ways if they are not clearly set out at the outset.
Due diligence is a detailed investigation of the business by the buyer.
Typically, the buyer’s legal advisors will prepare the contract documents, including a business sale agreement, directors’ resignation forms, board minutes, share transfer forms and any other ancillary documents.
The negotiation of the finer points of detail in the legal contracts can take several weeks. The parties are trying to balance the risks and cater for the ‘what if’ scenarios that might occur after the sale has completed.
Signing/ exchange of contracts/ completion
Once all the documents are agree then the parties will sign them and agree to ‘exchange contracts’. At this point the sale is legally binding with a set completion date.
Registrations & filing of documents
Following completion of the deal, the legal representatives of the parties will register any documents that need to be filed at Companies House.