Solicitors For Purchasing A Business

18 Aug 2021

If you’re considering purchasing a business, you need a solicitor you can trust. It is often a daunting prospect to buy a business, with many complex legal matters to handle. However, with the right solicitor on board, you can be confident that the transaction will run smoothly and successfully.

How Can We Help You To Buy A Business?

Our team of experienced commercial lawyers have the necessary skills to assist with every step of purchasing a business including:

· Obtaining a valuation for the business that is accurate.

· Carrying out due diligence through checking business assets ownership, legal titles and more.

· Offering expert advice about redundancies, employment contracts and TUPE.

· Reviewing the sale’s offered terms.

· Offering advice about the continuity of any commercial agreements and contracts.

· Negotiating the terms of the business sale.

· Transferring funds on your behalf.

· Transferring the business leases and other contracts for you.

Addressing The Primary Problem Areas When 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.

Navigating The Complexities Of Buying A Business

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.

Managing Share Purchases And Asset Purchases

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.

Negotiating Warranties

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.

Dealing With Employment Law

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.

Why Choose Us As Your Preferred Solicitors When Purchasing A Business

As a highly experienced firm of solicitors, we can extensive expertise in the field of commercial law, having handled countless business purchase transactions of many types and sizes. We are committed to offering the very best possible level of service to our clients.

We know that your time is precious and time can be of the essence when purchasing a business. We will adhere to the agreed timeframes whilst also having the necessary flexibility to meet your needs and requirements.

As experts in the field, we can handle every aspect of your commercial property purchase, from warranties to employment law, and we’re confident that the advice we give will give you the information you need to make decisions on the most complex issues.

If you’re buying a business, don’t hesitate to get in touch with our experienced team today. We’re looking forward to hearing from you