Buying or Selling a Business

It can be difficult enough, where you are buying or selling a business, to agree a deal in principle with the other party to buy or sell a company, business or assets. Then the lawyers get involved and it can be back to square one  !

Well, that’s the general perception of business sale or purchase transactions anyway. In almost all transactions of this kind there are important legal issues to be dealt with and no competent commercial solicitors should adopt a cavalier approach.

As against this, there are a few transactions of less than £250,000.00 where it can ever be reasonable or proportionate to spend weeks haggling over every conceivable warranty clause that could go into a contract.

So, let’s be clear. In the vast majority of cases, the real legal issues tend to be :-

  • any requirements of commercial lenders advancing funds to the buyer.
  • agreeing the appropriate paperwork, documents and deeds for legal transfer of assets.
  • employment law issues relating to transfer of undertakings and possible transfer of liability for employees (TUPE).
  • commercial property related issues if the buyer will need to take over the lease of any commercial premises.
  • any outstanding or potential litigation or reputational problems.
  • disclosure of relevant and sufficient information and documents for proportionate due diligence to take place.
  • finding ways in which to avoid an impasse on warranties, possibly by way of agreeing a retention or other practical solution.
  • transaction or sector specific issues such as if buying in an insolvency situation, entering into a franchise agreement or buying, for example, a pharmacy business.

Our clients tell us we offer a refreshingly practical, highly commercial approach to business or asset sales, whether acting for buyer or seller. Please get in touch to find out more and to obtain a fixed fee quote for your transaction.

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