Buying or Selling a Business 

Before agreeing heads of terms or sharing sensitive commercial information, it is important to put appropriate confidentiality or non-disclosure agreements in place. This helps protect your business while negotiations are ongoing.

You should also consider the potential risks and liabilities associated with the transaction, including contractual obligations, tax implications and any issues identified during due diligence. For sellers, early preparation may allow the business to be structured in a way that maximises value and takes advantage of available tax reliefs. For buyers, careful investigation helps ensure there are no unexpected liabilities following completion.

Our Corporate & Commercial Team will guide you through these considerations, working closely with you and, where appropriate, your tax advisers.

Business transactions can have important implications for employees, property and other key assets. In some cases, employees may transfer as part of the transaction, and it is important to understand your legal responsibilities from the outset.

You may also need to consider how assets are dealt with as part of the sale, such as whether freehold property should be included or retained to provide ongoing income after completion. Similarly, sellers may wish to consider whether to extract cash or restructure assets before a sale takes place.

Our solicitors will help you assess these issues early, explain your options clearly and ensure that the transaction is structured in a way that supports your commercial objectives.

A business can be acquired by way of either a share purchase or an asset purchase, and the distinction is an important one.

In a share purchase, the buyer acquires the shares in the target company and continues to operate the business through that company. As a result, the buyer takes on all of the company’s assets, obligations and liabilities, whether known at the time of purchase or not.

In an asset purchase, the buyer acquires selected assets and liabilities from the seller, rather than the company itself. This allows greater control over what is included in the transaction, as unwanted liabilities can be excluded. Asset purchases are therefore commonly referred to as “business purchases”. Our solicitors will advise you on the most appropriate structure based on your objectives and risk appetite.

From the outset, we aim to provide clarity around legal fees and costs. At your initial meeting, we will provide an estimate of the overall legal costs involved and explain how fees are structured.

We believe clear communication is essential. Our solicitors will keep you informed throughout the transaction and will not increase our legal fees without discussion. Our priority is to deliver pragmatic, commercially focused advice in a cost-effective manner, within an agreed timeframe.