Business & Company Purchases and Sales

The common law rule of caveat emptor, or ‘buyer beware’, still applies almost entirely to the acquisition of private companies and business assets.

In every case a sensible buyer will employ solicitors who are specialists in commercial law, who will oversee their acquisition from the initial ‘due diligence’; to the drafting of an agreement containing warranties and indemnities sufficient to ensure they get what they think they are buying and restricting the seller from setting up in competition; through to the final handing over of keys.

Although it is the buyer’s advisers who draft most of the sale documentation, a seller of a business or company puts the sale proceeds at risk if he signs the agreement without using a good commercial solicitor. All too often he will find that he has signed up to guarantees as to the existing and future state of the business that he simply cannot meet, with a consequent substantial reduction in the price he achieves for the business.

Moreover, a business seller requires good advice as to the best acquisition structure from a tax and legal perspective, the consents he will require to sell his business, the effect on employees (to avoid substantial claims for unfair and wrongful dismissal), and limitation of liability.

Working for City law firms, we have advised on business and company acquisitions ranging from £1,000 to £28 billion (NatWest takeover). Having advised ‘blue chip’ clients on their mergers and acquisitions for many years, we are extremely adept at winning the usual negotiations that take place upon the purchase or sale of any business.

Unlike the larger firms, though, we charge competitive rates for any size acquisition or disposal; and we aim to meet the expectations and commercial needs of every client for whom we act, whether they be major plc’s divesting of a major subsidiary, or a new business buying a local restaurant.

On a day to day basis we advise clients in relation to buying and selling businesses and companies, including management buy-outs and buy-ins.

If you are buying or selling a business you will need to read our summary of the important differences between business and company transactions. Likewise, please also see our explanation of why professional advice is essential in relation to warranties and indemnities.