Acquiring or disposing of a business is a significant commercial decision that can shape the future of an organisation for years to come.
Our Corporate team has extensive experience advising on mergers, acquisitions and disposals, acting for clients ranging from owner-managed businesses and SMEs to large corporates and group structures.
Many of our clients have worked with us for a number of years and regularly seek our advice well in advance of a proposed acquisition or disposal. We are often relied upon at the strategic pre-transaction stage, helping clients understand what to look out for, how to prepare and how best to position themselves to achieve their commercial objectives.
How we can add value
We provide clear, pragmatic and commercially focused advice at every stage of a transaction, including:
- Advising at the planning and pre-transaction stage, including structure, timing and risk identification
- Preparing, negotiating and advising on heads of terms
- Conducting and managing the legal due diligence process, tailored to the client, sector and transaction deal value
- Drafting and negotiating the share purchase agreement (SPA) and/or asset purchase agreement (APA) and all ancillary documentation
- Working closely with accountants, tax advisers, funders and other professional advisers to ensure transactions complete efficiently, economically and on time
- Guiding clients through the process from start to finish, understanding their priorities, concerns and commercial drivers and protecting their interests throughout.
Client testimonial
“The team guided us through a complex acquisition with absolute clarity and commercial focus. Their handling of due diligence and negotiation of warranties gave us real confidence and protected our position throughout.” CEO, Healthcare Services Provider
The M&A journey – selling or buying a business
We guide clients through every stage of a transaction, whether they are selling a business or acquiring one, providing hands-on support from initial planning through to post-completion matters.
We set out below a typical example of buying or selling a business.
Legal due diligence
We understand that no two businesses or sectors are the same. Our team places particular emphasis on a thorough and intelligent legal due diligence process, asking bespoke, targeted enquiries that reflect the client’s business model, regulatory environment and industry risks.
Our experience spans a wide range of sectors, including healthcare, manufacturing, food and beverage, pharmaceuticals, energy and more. This allows us to identify issues early, manage risk effectively and avoid unnecessary delays later in the transaction.
Choosing the right structure
We regularly advise clients on whether a transaction should proceed by way of a share purchase or an asset purchase, explaining the legal, commercial and practical differences between the two.
- A shared purchase agreement (SPA) involves the acquisition of shares in a company, with the buyer inheriting the company’s assets, liabilities and history
- An asset purchase agreement (APA) involves the acquisition of specific assets and liabilities, allowing greater flexibility but often requiring more extensive documentation and third-party consents.
We work closely with clients and their tax advisers to ensure the chosen structure is aligned with both legal and tax considerations, recognising that this decision should always be made in conjunction with appropriate specialist tax advice.
Preparing for disposal (“getting your house in order”)
For clients looking to sell their business, we provide proactive advice on pre-sale preparation, helping to maximise value and minimise disruption during the transaction process.
This includes advising on:
- Bringing statutory registers and corporate records up to date
- Reviewing group structures and intra-group arrangements
- Addressing directors’ loan accounts, dividends and related party transactions
- Identifying and resolving issues that may otherwise be raised during due diligence
- Preparing disclosure documentation to reduce risk post-completion.
Warranties, indemnities and risk allocation
Our team is highly skilled in negotiating warranties, indemnities and limitation provisions, ensuring that risk is allocated appropriately and, where possible, minimised for our clients. Whether acting for buyers or sellers, we take a robust but commercial approach to negotiations, always aligned with our client’s objectives and risk appetite.
Find out more about the team
