The sale/purchase of a business may be by way of the sale/purchase of the assets of that business or of the shares in a limited company or interest in a partnership.

The transaction may take a number of forms, depending on the requirements of the parties, including consideration of:

  • Is the purchaser to take on the whole of the entity, including any liabilities as well as its assets, or certain assets only?
  • Will all of the purchase money be paid at the outset or will any part be deferred or be dependent upon the continuing performance of the business?
  • Will the purchaser want any key people to remain in position for a period after the purchase to ensure a smooth handover of the business and continuing good client relations?
  • Will the sellers wish to ensure that they can remain in the business for a period, particularly if part of the purchase price is dependent on future performance of the business?
  • Are there any tax or other consideration to be taken into account?

Each of the parties will wish to ensure that they receive what they expect from the transaction.  From the Seller's point of view they will want to ensure in particular that they receive the agreed payment or other agreed consideration in full.  From the purchaser's point of view, they will want to know in particular that the business is as they expect, without any hidden unwelcome surprises.

We are experienced in assisting our clients with initial heads of terms of agreement, the due diligence process and the careful drafting of documentation in the transaction to ensure that the deal is sensibly structured and accords with our clients' expectations.