Buying or selling a business is time-consuming and complicated, and you get only one chance to get it right. It is therefore important that you get expert legal and commercial advice to guide you through the process.
Bulldog Law are solicitors with a pedigree and proven track record in helping busy business owners negotiate the legal minefield of selling or buying a business. Having a professional legal adviser on your side will boost your credibility and help make the negotiations run more smoothly.
How can we help?
The process will depend on whether you are selling or buying a whole business, part of a business or some of the shares in a business.
Selling a business – the basics
You may not want suppliers, staff or competitors to know that you are looking to sell your business. We can draft a confidentiality agreement for potential buyers to sign before negotiations start.
A potential buyer will want to undertake due diligence on your company. We can ensure that all the important contracts and agreements relating to terms and conditions of sale, supply agreements, business premises, employment contracts, intellectual property, the ownership of assets and so forth are in order.
Once a basic agreement is in place to sell your business you may want a heads of terms (also known as a heads of agreement or memorandum of understanding) drafted. Signing a heads of terms shows the parties are serious, but does not compel them to conclude a deal. However, provisions relating to confidentiality and costs may be binding.
We can help draft and negotiate the sale agreement.
Buying a business – the basics
We can undertake the necessary due diligence:
- Check the legal ownership of the business and any assets, such as stock, equipment, vehicles, intellectual property, premises and so forth
- Check all existing contracts with suppliers, customers, employees and a landlord, as you will be expected to honour these or attempt to renegotiate them
- Ensure there are no outstanding legal claims or disputes against the company.
We can advise you and help negotiate the purchase agreement and agree any warranties and indemnities that may be required.
We can also help ensure that you communicate appropriately with the employees. When a business changes owner, its employees may be protected under the Transfer of Undertakings (Protection of Employment) regulations (TUPE). We can also assist with the integration of new employees with your existing workforce.
When buying a business, we want to ensure the price you pay is a fair one.