The successful sale or purchase of a business depends on both parties knowing exactly what is being sold and purchased.
The first step is usually getting the basis of the agreement recorded. This is called Heads of Terms.
We recommend that Seller and Buyer also engage professional accountants during the whole process and especially before agreeing Heads ofTerms as some parties are reluctant to alter the main terms afterwards.
Preliminary issues may need to be considered, for example; should assets or shares be sold? Will the likely tax payable affect the deal or its timing?
Once Heads ofTerms are agreed the parties go through due diligence which for example might involve the Seller producing information relating to accounts, employees, long term contracts and any properties held by the business.
In addition to due diligence the Buyer should seek warranties from the Seller that information supplied is true and reliable. The Seller will also wish to see his liability limited in respect of the warranties.
If there is property involved whether intellectual or real estate then the terms of the transfer of that property from the Seller to the Buyer must be agreed and effected simultaneously with the sale of the other business assets.
Part of our role is to ensure that the due diligence process and the extent of warranties is proportionate to what is being bought and sold.
Our commercial team is experienced in handling all stages of business sales and purchases, whether large or small, through to successful outcomes.
Head of Commercial