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Mergers, Acquisitions and Disposals

Another element of everyday business life is people buying and selling their businesses, from small sole-trader businesses run from home, to large companies with multiple sites. This usually happens by either buying or selling the assets of a business, or if it is a company, buying or selling the shares. These are transfers of going concerns (unlike purchase of an insolvent business), and we work closely with you and your accountants. Such deals often involve the sale of a freehold or leasehold property from which the business trades, and so the commercial and the commercial property teams work closely together.

Our Approach

You will benefit from our solicitors’ broad experience of business from the inside. Our lawyers have company financial and management experience, and will be able to appraise you of the facts that you need in clear terms; enabling you to make informed decisions about your business.

Expertise

Asset sales and purchases
share sales
transfers of going concerns

FAQs

I want to sell shares in my company, where should I start?

The starting point should be a Heads of Agreement (or Heads of Terms), which sets out in summary, and without legalese, the basic terms the vendor and the purchaser have agreed to. This ensures that the drafting process does not commence until it is confirmed that each party is doing the same deal. The Heads of Agreement will be “Subject to Contract”.

The normal course of a share sale is for the purchaser’s solicitor to then prepare the draft SPA following instructions from his client, but not always so. It is inevitably a long and comprehensive document to which extensive amendments will be made. During the course of negotiation, the disclosure letter takes shape. The disclosure letter is drafted and at all times redrafted by the vendor’s solicitor. It is also useful in acquisitions for a completion date to be set near the commencement of negotiations to prevent them from dragging on. It is not unusual for exchange of contracts and completion to take place on the same day.

Click here for further information How do I sell shares in my company?

Your Team

Howard Wright

Consultant

Alice Reeve

Commercial Assistant