Solicitors for Purchasing A Business

When purchasing a business, there are numerous areas that can prove to be challenging to navigate. As experts in the field, our solicitors can guide you through these challenges so that your purchase can go through successfully.

Our solicitors can draw up sale documentation on your behalf, or can review any documentation that the seller has prepared. It’s imperative that you, as the buyer, is in the strongest possible position, and we will strive to ensure that this is the case at all times.

Using our expertise, we can offer you guidance about what should go into the business sale documentation based on the purchase price, your appetite for risk and the nature of your acquisition. We will also ensure that everything has been included in your heads of terms that you will require in terms of setting the timescales and agenda for the transaction.

We will help you to navigate the complexities of purchasing a business including:

· Warranties appertaining to the business’s current state.

· Indemnities relating to any existing business liabilities.

· Withholding of a portion of the purchase price for the length of the warranty period.

· Price reductions.

· Managing the practicalities of the handover of the business including access to websites, banking, customer review platforms and client databases.

· Instating restrictive covenants.

The are two common types of business acquisition – share purchase and asset purchase.

In a share purchase acquisition you’ll be acquiring the business complete with all its liabilities, rights and assets. While some change of the business’s control provisions may be written into contracts, in general the ownership change shouldn’t impact on trading.

If you are acquiring a business in a share purchase agreement you must secure warranties from the business’s seller or you could be exposed to risk. These warranties could include those relating to finance and banking, accounts, employees, property, tax, IT, IP and commercial contracts depending on your needs.

An asset purchase acquisition, on the other hand, allows you to take the liabilities and assets you want, leaving behind any elements of the trade that you don’t require. Again, warranties should often be secured on asset purchases in order to protect you from inheriting more than you plan to inherit, although in some cases it may not be practical to do this.

When a buyer takes on a business, they take on the business’s risks too. This is why warranties are so important. These legal statements are given to the buyer by the seller and reassure the buyer about the nature of their purchase. Typically, warranties will cover assets, performance, liabilities, litigation and employees.

We can handle warranty negotiations on your behalf when you purchase a business including all aspects relating to:

· Facts – we will take great care as to what should be included in the warranties.

· Limitations and caps – we will push back on your behalf on any attempt to limit or cap claims in cases of breach of warranty.

· Time – we will negotiate the process to follow in the event of a warranty breach and the timescales for giving notice of claims or the initiation of any resulting legal proceedings.

Our negotiations in these respects will ensure that you benefit from the best possible protection when making your business purchase.

When purchasing a business, one aspect that requires consideration is how to deal with any existing employees. Should you wish to retain them, or should you wish to avoid any potential claims, you must ensure that you are adhering to the relevant employment laws. As experts in the field, we can report to you as to your legal position and give you the necessary advice you need to make decisions in this regard.

We can review the employment contracts of existing employees and identify any particularly onerous terms that could impede you – for example, any variations to bonus entitlements and terms. We can also review contracts for any restrictive covenants and ensure that they are in line with your business requirements as well as ensure that they are able to be enforced.

Furthermore, we can manage any redundancies or reorganisations that could stem from your purchase of the business or from the review of the existing employees’ contracts and restrictive covenants, and even implement incentives for employees on your behalf to offer encouragement to your newly-acquired workforce.

Many ask us ‘what’s different about you?’ and we like to reply, ‘because we go the extra mile’. We see our work as building and maintaining good business relationships rather than just earning fees. How we do this is by keeping in constant contact with our clients and intermediaries. From pre to post instruction we ensure that our clients are informed of all legal issues that may impact their business and therefore lives. That is why we provide daily or weekly updates to ALL of our clients whether there is anything to tell them or not (we don’t charge for this we just see it as part of our service). We like our clients to rest peacefully knowing that when we are instructed, and we say ‘we will take it from here’ they know we mean it.

The world is changing, and many individuals are realising that lifestyle is as vital to them as is income. We are the lucky ones who can hand pick lawyers who can provide the best quality advice but at outer city costs. Our offices are in North West London which may not be the most salubrious in the market but at the same time this allows us to charge our clients for what they pay for, our advice NOT our office space.

ALL our lawyers have previously worked in large city-based law firms and continue to practise and offer  the same high level service  they provided to clients in the City but without the pressure and demands often dictated by City law firm. This allows us to be competitive on our fees without compromising our service.

All in all, our clients win, which is the way we like it.

All our clients benefit from the same high level of care and attention whether the instruction is big or small. At the outset of each matter, we discuss the entire process with our clients, including the costs, potential outcomes and issues associated. This is to ensure clients are fully aware, knowledgeable and are in control always. Supporting and ensuring we provide the highest level of services, we offer our constant contact process with the partner or barrister leading  your file, a document log in for matters which are for larger and more complicated instructions and on-going support post transaction should our clients require it. Our aim is not just to get the work done, but to make our clients’ lives easier as we do it, which is why we ensure that our clients have regular access to the resources they need from us.