When you are considering the sale or purchase of a company (rather than just particular assets or any other type of business) you will need to do so through the disposal or acquisition of all the shares in that company. We have acted for both sellers and purchasers over many years and understand the critical issues from both perspectives.
We advise our clients on the processes involved in a transaction which can include:
- Mechanism for the sale/purchase
- Share buybacks
- Negotiation of heads of terms which can include exclusivity and confidentiality provisions
- Due diligence
- Sale or purchase agreement
- Warranties and indemnities
- Disclosure
- Trading restrictions on the seller
- Retention and earn-out provisions
- Completion arrangements
In our experience, particular areas of concern for a seller include the scale of due diligence, the scope of the warranties, restrictions on their future business activity and the handling of sensitive issues such as the change in management for employees.
We have found that our input has been particularly valuable to purchasers in relation to the investigation and protection from the liabilities of the target company, the finance arrangements for the purchase and the close working relationship with our client’s financial advisors.
