Buying a business involves substantial investment in terms of both your time and money. Having the correct advisory team in place to avoid getting it wrong is therefore vital.
Whether you are buying the assets of a business or the shares in a company, our experienced team of lawyers can advise you every step along the way. We limit your risk wherever possible and handle the transaction for you from start to finish. We work with you on structuring the transaction, carrying out due diligence, negotiating key transactional documents and completing the deal.
The key stages involved in purchasing a business are usually
Initial agreement
The total price you are willing to pay for the business will be key to reaching an agreement to buy the business in the first place. When you pay that sum is negotiable. A seller will usually want you to pay the whole sum on completion. It may be in your best interest to make instalment payments to better manage your cash flow or to check that the promises the seller made about the business are correct.
A non binding agreement (called ‘heads of terms’) is often drawn up once an initial agreement is made. Any such document needs to be clearly expressed as being non binding on you and the seller and that any deal is subject to you agreeing the terms of a purchase agreement.
Due diligence
You will want to check that the price you have agreed is reflected in the value of the business you are about to acquire. Reviewing the books, contracts, employees, assets and property of the business will be key in determining if you want to return to the negotiating table and demand a reduced price.
Purchase agreement
The purchase agreement is the most important document in any transaction and sets out the promises given by the seller about the business you are buying. Whilst you will have a good idea from your due diligence, there is always a danger that there are hidden problems. The purchase agreement sets out promises to be given by the seller to you which you can later sue them on if they turn out to be untrue.
Completion
You will want to ensure that you do not release the funds to the seller before a signed agreement is in place. It is usually common practice to agree for the seller’s solicitors to hold the monies to your order until the signed documents have been exchanged.