Business Sales, Disposals and Exits

If a business owner is considering a sale at some point in the next 24 months, then we can help prepare a business for sale at an early stage and this can ensure that the disposal proceeds swiftly whilst also maximising the value achieved.

We can complete a pre-sale check of a business to identify matters which could be of concern to a buyer and correct them before the transaction proceeds.

This will ensure that the business is as attractive as possible to buyers, that the transaction is as smooth as possible and maximise the offers received when taken to market.

As part of the pre-sale process, we can also consider if there are suggestions to be made in respect of deal structuring and tax planning. Often tax planning is not easy at the time of a sale, so it is important to consider it as early as possible.

We can provide a pre-sale preparation service on the basis of a fixed fee which helps business owners complete a structured process.

Our skilled lawyers assist in structuring deals aligned with the sale objectives, securing favourable terms, including purchase price, warranties, indemnities, and other provisions that protect the value of the sale and proceeds.

We will always provide advice in a clear and commercial manner so that the transaction is not made more complex than it needs to be.

Any purchaser will want to complete due diligence as part of their acquisition process and we can help business owners with providing the information required, and answer queries.

If any issues are identified by a purchaser during the due diligence process, then we will work with sellers to seek correct them in a way that does not jeopardise the sale or give rise to a reduction in the price.

Whilst business owners may complete much of the due diligence themselves, at this busy time we can be a guiding light during the process and can provide additional resource to management if needed.

We draft, review, and negotiate transactional documents such as the purchase agreement, disclosure letter, ensuring accurate reflection of agreed-upon terms and legal protections.

The sale documentation is critical to protection of the purchase price because often documentation can include provisions for a reduction in the price after completion if certain circumstances are identified, or events occur. We work with business owners to identify these risks, and then mitigate them.

We also work with business owners in negotiating the terms of any earn out or deferred consideration, as well as considering whether any security is needed from the purchaser.

We will collaborate with tax advisers in order to optimise tax efficiencies, and obtain guidance on tax structuring, implications, and risk mitigation to minimise tax liabilities.

Often business owners will re-invest some proceeds of sale in the purchaser, and we can assist agree and negotiate this documentation also.