Buying or selling a business is a significant undertaking and calls for commercial acumen and an eye for detail. Our corporate law specialists can advise you on the legal issues involved and help you to minimise the risks.
The sections below identify some of the key areas where we recommend taking specialist advice.
Share Sales Or Purchases
Buying or selling shares in a business can often be more advantageous for a seller but can increase risks for a buyer. Buyers will be taking on the company’s entire assets, liabilities and obligations; sellers will be relinquishing their control and their source of income. If you are considering a sale or purchase, talk this through with our corporate law team. Once agreed, we will help you through the due diligence process and help prepare the sale or purchase agreement, taking care of the detail for you.
Asset Sales & Purchases
Buying or selling the assets of a company or business transfers ownership, but on different terms to a share sale or purchase. It is the only option for selling your business if you are a partnership or sole trader. If you are looking to buy a company then an asset sale could be beneficial because it does not automatically pass all of the company’s liabilities to you. Conversely, as a seller, you may prefer a share sale because it could give you greater certainty in relation to your ongoing liabilities. Our corporate law department can advise you on the options available.
Management Buy Outs (MBOs)
As a company evolves, so does its management. If you are part of a management team looking to take over the ownership and running of your company (a “management buyout”) our corporate law team can help make sure that it is right for you.
Termination Of Partnerships
A change in ownership of a company can bring an end to the partnership that managed it. Our corporate law specialists can advise on how this might affect you, as a buyer or seller, and help you put in place the measures to formalise the outgoing or the new arrangement. Those circumstances may be planned retirement or succession planning, or where the partners can no longer agree on the future of the business.
It is important that the ownership and managerial structure of a company is properly agreed and documented. A well-drafted agreement is key. Talk to our corporate law department about designing the partnership structure and the terms that will help protect you and your business.
Disputes Or Litigation
Disputes between partners, directors and shareholders are not uncommon and can have severe consequences unless carefully managed. Our business disputes specialists have significant experience in helping you unravel the dispute and where necessary, the business. We help limit the risk of disputes happening and, if they do, draw them to an end as quickly and constructively as possible.
Buying or selling a company calls for some careful consideration about how the existing shareholding arrangement will be affected, and how the future ownership should be structured. We can advise on selling your shares, on reallocating shares and on creating new share structures (which could include introducing shares with limited voting rights or dividend-only shares, for example). Getting the right arrangements in place from the outset makes the future more straightforward. Contact our corporate law team for advice.
When selling your business you want the process to be as straight forward as possible. Planning for the sale in advance is extremely helpful and can help resolve potential issues before a buyer is found. Ensuring your business is as ‘clean’ as possible will help remove a buyer’s ability to negotiate a lower price. We can help you undertake a legal audit of your business to identify any issues, enabling them to be resolved before you take your business to market. Talk to our corporate law team to find out more.
The Transfer of Undertakings (Protection of Employment) Regulations, otherwise known as “TUPE” safeguard the interests of employees when the company they work for is taken over. If you are buying the trade and assets of a business as a going concern then you will need to be clear on your responsibilities towards the employees, which usually means that you will employ them on their existing terms. Our employment law specialists will explain how TUPE affects you, and help make the Regulations work for you.