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Services for business

Acquisition and Disposal of Business

When considering disposing of your business it is preferable to seek legal advice early on in the transaction.

 

We can assist in preparing the business and/or target company for sale; the structuring of the transaction and drafting of any heads of terms.  It could in the long term keep costs to a minimum and protect the value in your business and avoid a buyer from trying to seek a reduction in any sale price in respect of issues that could have been resolved in advance of the sale.

Acquisitions are usually structured as an asset sale, a share sale (if a limited company is involved). They can be sold to third parties or members of the management team through a management buy-out. It is common for exiting business owners / shareholders to have some continuing financial consideration in the ongoing business and/or company often for s short period of time following completion.

There are advantages and disadvantages to the structuring the sale/acquisition and it is important that specialist advice is taken at an early stage.

The key steps in an acquisition / disposal are:-

  • Preparing the business / target company for sale;
  • Conducting the due diligence investigations;
  • Monitoring disclosures and ensuring disclosure letter is accurate;
  • Agreeing the terms of the business purchase agreement or share purchase agreement;

This would include:-

    • Recording the consideration, how it is determined and paid. For example cash, loan notes, earn-out, consideration shares;
    • Warranty and indemnity protection provisions suitable for the size and nature of the transaction;
    • Restrictive Covenants;
    • Security arrangements;
    • Completion formalities.
  • Agreeing ancillary documentation including:-
    • Board resolutions;
    • Shareholder resolutions;
    • Waivers of pre-emption rights;
    • Resignations;
    • Service Agreements;
    • Settlement Agreements;
    • Waiver Deeds;
    • Notices concerning persons with significant control;
    • Security documentation – Such as personal guarantees, debentures, legal charges over shares.
  • Post completion formalities including:-
    • Filings at Companies House;
    • Stamp Duty payments at HMRC;
    • Updating of statutory registers;
    • Issuing of share certificates.

For more information, please contact Gill Vargerson at gvargerson@streetermarshall.com

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