How can we help?

Our corporate lawyers deal with the full range of share and asset sale transactions. Our clients are varied, coming from a wide range of industries and sectors. We are equipped and experienced to deal with significant value transactions but most of our work tends to be for transaction values of £500,000 to £10 million.

Our experience includes:

• Buying the entire share capital – including tax implications and tax deeds.
• Asset purchases – generally preferred by a buyer so that they can cherry-pick the assets they want to buy and don’t have to take on unknown risks and tax liabilities).
• Partnership mergers and acquisitions – often in the professional services sector.
• Management buy-outs and buy-ins.
• Employment and property law aspects of business acquisitions – TUPE is particularly important in the context of Business/Asset purchases.
• Sector and industry specialist experience – particularly, in relation to hospitality, retail, marketing and communications, technology, financial and professional services.
• Dealing with 3rd party finance – including satisfying any lawyers representing banks or other sources of finance for your business acquisition that they are getting the protection they require.
• Structuring the transaction – does there need to be split exchange and completion (important usually where there are compliance issues and approvals need to be obtained)? Is there deferred consideration and earn outs? How will the consideration be paid? Mixtures of cash, shares and other payment methods, loan notes? In a share transaction, are the Sellers staying on and, if so, will they retain any shares? If so, you will need a Shareholders’ Agreement. Does there need to be an option to buy them out in the future?

Strategic and legal issues

Where you have a target in mind it is key that you have your team in place from the start to help with the initial due diligence and to ensure that the structure gives you what you want but is also workable for the seller(s) – which may depend on their aspirations. Are they looking to retire or will they be continuing in the Business – long term or short term.

If you are buying the Business – will you have all the key assets and there will likely be people issues to address as the employees will normally automatically transfer to the Buyer will the underlying business under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE). Is this what everyone expects and wants? If not, how will these issues be addressed.

Where you are buying shares in the Company, are there minority shareholders and can they be brought into the deal? There may be a “drag-along” provision in the Shareholders’ Agreement and Articles that means that the majority shareholders can require them to sell their shares.

Is there some restructuring needed to give effect to the deal. Does there need to be a new holding company or in a business purchase how will the target business fit into the current group structure.

Considerations which we advise on in addition to reviewing and negotiating the share sale agreement include:

• Due Diligence and addressing any issues arising.
• Cash or equity.
• Deferred Consideration, Retentions and escrows (to cover things that may come out of the woodwork post completion and/or Earn Out for the purchase price. Warranties.
• Tax Warranties and Indemnities (in a share sale).
• Conditions to Completion where third party consent is required (e.g. from a Regulator or other third parties)
• Intellectual property issues
• Technology and IT Systems and data protection.
• Dealing with issues relating to existing arrangements with directors and key employees (directors’ loans, options etc) where shares are being purchased
• Retaining key employees and where key employees especially employee owners, leave, that suitable non-competition and non-poaching protection is in place and, if they are staying how to incentive them in future
• Timing issues.
• Employment law issues including TUPE.
• Property issues especially if the property is owned or leased from, say, an individual seller personally or a third-party landlord.