Some Issues that need to be considered
- the structure of the transaction, particularly whether it is a sale or purchase of assets and goodwill or of shares;
- the properties occupied or owned by the business, whether the business will continue to own or occupy the property and what liabilities are being transferred from one part to another;
- the treatment of existing contracts between the business and third parties, the obligations and liabilities pursuant to those contracts;
- the legal mechanism by which the sale or purchase proceeds are to be paid, whether it is to be a one-off payment on completion or a more complicated arrangement with deferred payments;
- what is to happen with employees of the business, whether there are any existing or potential employment law claims and how they are to be dealt with;
- the existence of any liabilities to or legal claims by any third parties and any potential claims or liabilities and the need to ensure appropriate warranties and indemnities are given to a purchaser or obtained from a seller; and
- regulatory matters such as licenses that are required to allow the business to operate.
We will advise you on the legal due diligence process as is necessary and appropriate to ensure that any legal issues or potential issues are identified. We will then advise you on the legal implications and the most pragmatic and commercial way to deal with them.
We will prepare the necessary legal due diligence questionnaire (if advising a buyer) or assist with responses to it (if advising a seller), draft, negotiate and settle the of Business or Share Purchase Agreement and any related documentation.
Often the structure of a transaction is driven by tax and accountancy considerations and there is an ongoing need to liaise with our clients’ tax, accountancy and other advisors. We have good relationships with most advisors and are able and willing to work closely with yours as necessary.
Appropriate call to action.
Call/ Email for a confidential discussion. It is always best to start this process ahead of time as a conversation now can ensure the sale or purchase is progressed smoothly and achieves the outcome required.