Business Purchase Solicitors 

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With offices in London, Birmingham and Northampton, we have worked with a range of high-profile clients across the UK, helping them acquire businesses and expand their portfolio. From performing due diligence and reviewing agreements to leading negotiations, our team of experienced business purchase solicitors will ensure a successful transaction.

If you are thinking of buying a business, book a free, no-obligation consultation with one of our business purchase solicitors today. This allows us to learn more about the details of the transaction and plan out the next steps to ensure that everything goes smoothly. We can even provide fee estimates to provide you with a clear idea of the legal cost involved. Simply email us at info@witansolicitors.uk.

How We Can Help

To ensure that the transaction is successful, our specialists will:

• Advise on the most appropriate legal structure
• Conduct a thorough review of the seller’s accounts and documents
• Identify any potential legal issues and liabilities
• Negotiate and draft the purchase agreement
• Ensure the acquisition process complies with relevant laws and regulations
• Advise on employment matters
• Assist with the transfer of intellectual property
• Provide guidance on the tax implications

Preparing For a Business Purchase

Business purchases should start by setting out the main terms of the transaction, as well as any confidentiality requirements. Our business purchase solicitors excel at swiftly drafting and reviewing business purchase contracts and documents so that the legal stage can proceed smoothly. To put you in a stronger position, it is wise to seek our services as early on as possible. We will help you produce the first draft and minimise any risk.

Key Considerations

Negotiations are common when buying a company and, with us on your side, you can rest assured that you will achieve a favourable price and terms. During negotiations, our business purchase lawyers always take into account:

• Warranties: These relate to the state of the business. If a statement made about the company is proven to be incorrect, you can claim damages
• Indemnities: These relate to the liabilities of the business. For example, if the seller owes a large amount of money to a supplier, they need to inform you of this before the sale
• Withholding part of the purchase price: Depending on your bargaining power, we will offer guidance on what your options are should part of the sale price be deferred (i.e. you pay a fixed part of the purchase price at a later date) or subject to an earn-out (i.e. you pay part of the purchase price at a later date based on how the business performs or any other agreed target)
• Price reduction: We always do our due diligence and audit businesses on behalf of our clients. Based on the outcome of the review, we may be able to negotiate a lower price
• Restrictive covenants: Covenants prevent the sellers and those connected with the seller from starting again in competition and damaging the investment. We excel at tailoring restrictive covenants to a range of industries, locations and commercial goals

Assets or Shares

Generally, there are two main types of business acquisitions:

• Asset purchases – This is where a buyer purchases some but not all of the business. Under such agreements, buyers only take the assets they want and need. To protect buyers from acquiring more than they plan to acquire, it is important to secure warranties on asset purchases. If warranties are not appropriate, the price of the purchase will need to reflect the risk
• Share purchases – This is where a buyer purchases all the shares of the company, along with its current and future assets, rights and liabilities. In some cases, change of control provisions may affect trading. As with asset purchases, warranties are necessary to minimise the buyer’s risk

Why Are Warranties Necessary?

In simple terms, warranties are legal statements provided by the seller about their business. If a buyer does not secure warranties from the seller, this puts them at risk. Warranties will usually cover:

• Accounts
• Assets, including intellectual property
• Commercial contracts
• Disputes or potential disputes
• Employees
• Performance
• Tax

During the negotiation stage, our business purchase solicitors will assess:

• The facts: We will review what can and should be included in the warranties
• Any caps and limitations: We will assess the amount that you can claim under the warranties to ensure the terms are fair and reasonable
• Time: We will assess how long you have to give notice of a warranty claim and initiate legal proceedings

If it is later determined that the warranties were not true, you can claim a breach of warranty. Usually, selling shareholders will have a personal liability for warranty breaches. It is also possible for warranties to be used to adjust the price after the sale of the business based on past events.

In some cases, sellers avoid giving warranties or will limit the scope and cap of their liability. In such cases, sellers may have the opportunity to remedy any breaches within a specified time. We will help you ensure that breaches are fixed.

What Happens to the Employees?

When buying a business, it usually makes sense to retain the employees. After all, this will help you avoid potential employment law issues. To maximise your protection, we will:

• Review the existing employment contracts: This will reveal any variations or awkward terms
• Review restrictive covenants: We will make sure that they align with your commercial goals and are enforceable
• Advise on reorganisations and redundancies: We will help you develop a strategy to restructure the business
• Advise on employee incentives: We will advise on how to update employment documents with incentives to keep your newly acquired employees engaged

Why Choose Witan Solicitors?

We understand that buying a business can be a complex and challenging process. To prevent any future risks, we provide our clients with comprehensive legal advice from experts they can trust. Our specialist solicitors for business purchases use a commercially focused approach to help you negotiate the best price and terms. By choosing Witan, you benefit from:

FAQ

How much will it cost to buy a business?

The cost of buying a business will depend on a range of factors, such as the size of the business, its performance and where it is located. Our business purchase lawyers always do their due diligence to help buyers achieve the best price possible and minimise any risk.

What information do I need to provide your team with at our initial meeting?

During our initial meeting, you should provide our specialists with the following information:

• The name of the business being purchased
• The type of business, as well as the industry or sector
• The proposed purchase price or valuation of the business
• The proposed terms of the purchase