Until now, the general approach has been that a company cannot claim privilege against its own...
We handle a range of business purchases and sales across many different sectors, with transactions varying in size, complexity and value. Typically our transactions range in value from £1 million to £30 million, but we do get involved in larger and smaller transactions. Increasingly our transactions have an international dimension and we work closely with lawyers in other countries.
Why a business purchase or sale?
Some changes of ownership occur by way of a sale and purchase of business and assets as there are few alternatives, such as where the business is operating as a sole trader, partnership or LLP or it is otherwise unincorporated. Where a business is to be split up or sold off in parts, any deal is likely to be a sale of business and assets. In other cases, the parties might have a choice of structures, which might include sale and purchase of shares. Different structures carry different risks and benefits. By understanding your objectives and the underlying business, we can devise an appropriate structure, managing the process without fuss, but with a pragmatic and commercial approach and a keen attention to detail.
Acting for the Seller
We manage our transactions to protect any seller against any reduction in price either through price chips during the process or through warranty claims afterwards. Protection is particularly important where there is an earn out, deferred consideration or completion account adjustment. The tax treatment of any transaction also requires careful consideration and we can either involve our own specialist tax team or work with your existing tax advisers.
Sales of part of a business carry their own complexities. A seller must ensure that any retained business can be continued without restriction and there may often be transitional arrangements, where the buyer and seller have a future trading relationship or where certain functions are outsourced to the other party. A seller also needs to be mindful of its duties to its employees on the transfer of any undertaking.
Working closely with our private client team, we deliver appropriate management of an individual seller’s wealth. An individual may also need advice upon how and when to extract the proceeds of sale from a corporate seller.
Acting for the Buyer
An acquisition of a business may be perceived to carry inherently less risk than a share transaction, but the risk in any transaction remains significant and we support any buyer through our vigilance, from care in due diligence through to robust negotiation of warranty protection.
A buyer also needs to ensure that any transfer of ownership is seamless, and important considerations often include the transfer of key contracts, licences and permissions, and the assignment of leases in addition to other transitional arrangements.
We advise new business owners on their most suitable structure and in documenting relationships where the buyer is in multiple ownership.