Selling Your Business

Our corporate team are highly experienced and cost effective, offering you assurance during the sale process, from the negotiations through to the drafting of the key legal documents.

We have offices in many parts of England & Wales and 10 offices in London alone. More than 50 of our specialist corporate lawyers regularly advise clients on business sales.

As a firm, our fees are competitive, so please do contact us to discuss your sale and what we would charge in fees.

Key legal issues we advise sellers on

When a business is being sold, the following will almost certainly apply, especially if the sale is of the entire share capital of a private company :-

• Heads of Agreement - sets out the main terms agreed between the parties. .

• Deal Structure - a key aspect and especially the price and how it will be paid. This varies a lot and can involve many forms whether part cash, part shares or deferred payment of part of the purchase price based on performance (known as an Earn Out). It may also be that the buyer is relying on finance and so the seller and their solicitor will need to satisfy the lenders requirements as well as the buyer's solicitors.

• Business sale contract - key aspects in a share sale/purchase agreement will be warranties and indemnities, any agreed exclusions or restrictions on liability, and generally, the negotiated final position on liabilities and risks.

• Disclosure letter - important so that as seller you disclose potential problems and risks which then no longer form part of warranties and indemnities.

• Employees - post purchase the buyer will want to ensure that key employees are on side and remain. Other issues that can arise are where you have employee shareholders or employees who have share options.

• Tax - what tax will you have to pay on sale and can the deal be structured in any way to mitigate tax?