Selling your business is usually the culmination of many years of hard work and investment. Having the correct advisory team in place to maximise the value you receive and avoid getting it wrong, is therefore vital.
Whether you are selling the assets of a business or the shares in a company, our 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 to handle everything from structuring the transaction, carrying out disclosure to limit your risk, negotiating key transactional documents and completion of the deal.
The key stages involved in purchasing a business are usually
Initial agreement
The total price the buyer is willing to pay for the business will be key to you reaching an agreement in the first place. You may need to be flexible about when you receive that sum rather than assuming you will receive the whole sum on completion. The buyer may insist on making instalment payments to better manage their cash flow or want to hold back monies whilst they check that the promises you have made about the business are correct.
A non-binding agreement (called ‘heads of terms’) is often drawn up once an initial agreement is reached. The document must clearly state that it is non binding on both you and the buyer and that any deal remains subject to you agreeing the terms of a purchase agreement.
Due diligence
The buyer will want to check that the price they have agreed is reflected in the value of the business you are about to sell. Reviewing the books, contracts, employees, assets and property of the business will be key in determining if they 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 you will give in respect of the business being sold. If you are unable to stand behind the promises requested by the buyer, you will need to supply a separate letter (known as a ‘disclosure letter’) setting out where the promises cannot be met or are inaccurate. If you have informed the buyer in a disclosure letter of inconsistencies with the promises given in the purchase agreement, the buyer will not be able to later sue you for breach of contract.
Completion
You will want to ensure that you do not hand over the business before a signed agreement is in place and the purchase price has been received. It is common practice to arrange for the purchase price to be held by your lawyers prior to the signed documents being exchanged.