Business transfers

The decision to transfer a business can be simultaneously stressful and exciting. Getting expert legal advice as early as possible can protect both buyers and sellers from emotion taking over and ensures relevant legislation is complied with. That’s where Talbots Law can help.

Here at Talbots, we have a team of experienced company law solicitors who have dealt with all types of business transfer.  We are expert negotiators and will ensure your desired outcome in the transfer is realised.

There are certain legal requirements must be observed when a business is transferred. Our business lawyers will ensure you are in full compliance. We will advise you on:

  • the rights of employees
  • actions that are permitted and not permitted during the transfer
  • the steps taken when a transfer takes place
  • planning and managing for a smooth transition

Why should I choose Talbots Law?

One of our core values is to always act fairly.  In business transfers, staff may be nervous about their future employment and the purchaser of the business is under pressure to make their investment pay.  At Talbots Law, we understand the psychology of all participants within the transfer; we act with fairness, responsibility and diligence to ensure all parties understand and comply with their legal responsibilities.

We also understand that business transfers can take time.  We make a commitment to all our clients, no matter how big or small, to always be available where they need us. You will have the direct line and the email address of your solicitor, who will respond to your request as soon as possible.

We will make ourselves available to discuss all the implications of the business transfer with you, including:

  • obligations to current employees
  • transferring of assets, domain names and other intellectual property
  • creditors and debtors matters
  • assessing of existing contracts with both clients and suppliers
  • matters involving equipment, tax, leases and finance.

Heads of Terms, due diligence and the sale & purchase agreement

The documentation and due diligence checking surrounding the sale and purchase of a business is intricate and requires a law firm who knows what they are doing. We do.  We will ensure the Head of Terms is drawn up in a way that provides complete clarity and structure to the sale and purchase.  Our due diligence is thorough leaving our clients in a position that allows them to make a fully informed decision based on an expert risk analysis.

When it comes to the sale and purchase agreement, we will ensure your risks and liabilities are reduced as much as possible.  Our expert team will also explain all the contract clauses fully and negotiate key points, including warranties and indemnities to your advantage.

TUPE obligations

When a business is bought or sold, existing employees have rights under the Transfer of Undertakings (Protection of Employment) Regulations 1981 (commonly referred to as TUPE).

TUPE transfers to the transferee, all the transferor's rights, powers, duties and liabilities under or in connection with employment contracts of transferring employees (and anyone automatically unfairly dismissed in connection with the transfer).  There are also obligations to inform and consult with employees; our expert business solicitors will advise you fully on your compliance requirements, both as a buyer or a seller.

We will protect you and ensure all actions you take are compliant with TUPE, so you are not left vulnerable to employee disputes.

Business transfers FAQ’s

Does TUPE apply on the transfer of shares?
There is no transfer under TUPE on a sale of the shares in the company that runs the business or undertaking.

TUPE refers specifically to a change of employer. On a share sale there is no transfer from one legal person to another legal person; instead the shareholding membership of the legal person (the company) changes.

Why do I need a Head of Terms?
The preparation and agreement of the heads of terms is an important step that in our experience reduces the cost of selling your business. Usually, the Head of Terms is drawn up after preliminary negotiations, and the actual terms are subject to due diligence.  With a good Head of Terms, all parties know where they stand and the basics of the business transfer are dealt with early on.

We can provide expert guidance on business transfers. Speak to the business solicitors at Talbots Law for advice today on 0800 118 1500.

 

  • Sonia Gaddu
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