Buying or selling a business is a major process, and for many business owners it can be one of the most important decisions they make. As a buyer, you are at start of a journey with many opportunities and challenges ahead. If you are the seller, it is often the culmination of years of hard work and can result in a lucrative reward.
Whether you are buying or selling, it is important to have expert commercial and legal advice on the process, to ensure that the various steps required are completed property, and that your interests are protected at all times.
For further information, see our guide to 7 Things To Consider When Buying or Selling A Business.
Asset Sale Or Share Transfer?
If the business is run as a limited company, then there is the option of selling/buying just the business (assets, stock, goodwill, etc.) or the shares of the company. It does not usually make much difference to the sale price, but will depend on factors such as whether the small business being sold is part of a larger business which will continue, whether the seller will stay as a consultant or retire, and how varied and complex the assets in the business are.
An asset sale/purchase can be a detailed transaction, involving complex due diligence and acquisition documents. The seller will often be asked to give warranties about the assets. The employment contracts of the employees of the business will usually transfer automatically to the buyer under the ‘TUPE’ Regulations.
Sale & Purchase Agreement
- Whether for an asset sale or share purchase, the sale & purchase agreement will include a number of elements:
- Which assets are to be purchased
- The purchase price and payment details
- Warranties by the seller
- Obligations of the parties before and after completion
- What happens to outstanding debts still owing to the company at completion
- Transfer of employees under TUPE
- Restrictions on the seller after completion
Management Buyouts And Buy-ins
In a management buyout (MBO) the existing management team of a business purchases all or part of the business from the owners, sometimes with lender or private equity finance. A management buy-in (MBI) is similar, but external managers lead the acquisition. A buyout can be an exciting opportunity but it can also be stressful and time-consuming, especially when combined with running the company day-to-day.
There are complex legal and financial issues to consider with MBOs and MBIs, particularly with due diligence and warranties.
We advise business clients on:
- Business asset acquisition and disposal
- Confidentiality agreements (NDAs)
- Exclusivity / lock-out agreements
- Heads of terms
- Joint ventures
- Legal due diligence
- Management Buyout / Buy-in
- Property transfer
- Restrictive covenants
- Sale of goodwill
- Share acquisition and disposal
For most business clients the acquisition or disposal of a business is a hugely significant decision. We have specialist legal expertise to ensure that your interests are protected at all times, and that any transaction is completed diligently, and in accordance with agreed timescales.
Recent deals that we have advised on include:
- The purchase of a franchise teaching a sport to young people in the Bristol area
- A management buy-out of a division of a service business in Gloucestershire, including TUPE of staff and the lease of the business premises, representing the buyer
- The sale of a large and household installation business in Dorset to an investor, with the owner continuing with the business as a handover for some months
- The sale of a long-standing engineering business in South Wales to a company in the same industry, including an earn-out for the seller
- The sale of a business founded by the present owners’ grandfather, based on his invention. Technology sold with his reputation and contacts on retirement of current generation
- A management buy-out of a cleaning company in Bristol, representing the seller
- The sale of a removals company in Bristol to a business in the same industry
Make A Free Enquiry
All initial enquiries are completely free of charge. If you are looking for a solicitor nearest you, please call us now on 01291 639280 or 0117 233 8744, email email@example.com, or complete a Free Online Enquiry, for a no-obligation discussion, and let us explain your legal rights and options.
News & Insights