Purchasing a business always presents a variety of risks which it is your advisers’ job to mitigate. Besides the commercial and tax due diligence which you or your accountants should undertake, it is important to conduct a legal due diligence exercise to identify any risks associated with the business, whether from defective contracts, a property liability (environmental or dilapidations), a history of customer or employee claims, inadequately-protected intellectual property or legal challenges to the ownership of that IP, and pensions liabilities. This legal “tyre kicking” is important in forming your decision whether to proceed with the purchase, or to proceed with a reduced price to reflect the risks being assumed. Once completed, we would assist with the purchase agreement, including negotiating payment terms, warranties, warranty retentions and any associated deal documents such as new service contracts, a tax deed of indemnity, loan notes, the Seller’s disclosure letter, any release of bank security etc. and see the matter through to Completion.
We have vast experience of guiding buyers past the pitfalls and elephant traps of the buying process and always aim to operate in the most pragmatic and efficient way possible; since we know that no client enjoys paying lawyers to argue – we only pick the fights that matter.
Once you have found your buyer it is tempting to assume that the process of selling your business will be straightforward. Often it is, if the parties to the deal are co-operative and the lawyers know what they are doing, but the volume of paperwork involved (some of which you will have to read) and the amount of your time it will take up, over and above that necessary for still running your business, can make the process seem daunting.
We have considerable experience in helping sellers through the deal process and have advised on deal values ranging from not very much to £250m+. We will assist you with the due diligence and disclosure exercises, negotiate all of the legal documentation and effect Completion in as painless a way as possible. We would be happy to discuss any prospective deal that you may have on the horizon and explain to you what the sale process would look like. We won’t claim to be the cheapest, but you will get City experience for local prices, so we do think we are good value.