Business Sale & Purchase
Whether you are the vendor or purchaser of a business, you need expert legal advice on the deal to help make sure that you get exactly what you bargained for.
Buying or selling a business is a complex matter. As a purchaser, you want to make sure that you are getting good value for your money. As such, you will need to conduct comprehensive legal and financial due diligence on the business that you intend to purchase, to make sure that you don’t end up purchasing undisclosed liabilities. You also need to ensure that the contract documenting the sale adequately protects your interests, and that the deal is approved by any relevant regulatory authorities.
Why choose us?
Our business lawyers are experienced in advising both purchasers and vendors of small, medium, and large business across all sectors of the economy. Because we advise both buyers and sellers, we are conversant with the issues that typically arise for the parties on either side of business sale deals and will use our expertise to advise you appropriately.
We have over 40 years experience advising on business sale transactions and we are experienced in conducting due diligence as well as drafting and negotiating business sale contracts, including share sale and purchase agreements, assets sale agreements, and heads of agreements.
Our Approach
In every matter that we take on, our first step is to understand your business and the facts of your case, to enable us tailor our advice to your specific situation. We will then advise you on your options and provide a recommendation on the most commercially viable strategy for your case, and inform you of the next steps. We take action swiftly, keeping you updated at every stage of the process.
We adopt a multi-disciplinary approach to providing our services, by drawing on expertise from our various practice groups, as needed.
We are meticulous and have put in place the necessary internal processes to ensure that our services are of the highest standards.
As a seller, you would also want to make sure that you receive adequate value for the sale. Thus, you would need to make sure your house is in order before potential buyers commence their due diligence on the business, to ensure that you obtain the best possible valuation.
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Our Services
Services to Vendors
We will advise you on every stage of the sale process. This typically involves:
● Structuring the deal – this involves advising on the optimal structure for the deal, taking into consideration regulatory, tax and other matters.
● Preparing and negotiating non-disclosure agreements – this is necessary to protect confidential information that will be shared with potential buyers, especially if they are also competitors
● Preparing and negotiating Heads of Agreements.
● Preparing and negotiating the transaction agreements, e.g. share sale and purchase agreements, shareholders’ agreements, asset sale agreements, etc.
● Working with your financial advisers to navigate any regulatory requirements
● Assisting with obtaining any third-party consents, e.g. consents from lessors, intellectual property licensors, etc.
Services to Purchasers
We will advise you on every stage of the purchase process. This typically involves:
● Conducting legal due diligence on the target. This will involve a review of the target’s corporate structure and corporate governance, regulatory permits and licenses, litigation, material contracts, insurance, and employment records.
● Negotiating Heads of Agreements.
● Negotiating the transaction agreements
● Ensuring that all consents which the vendor is required to obtain before entering into the deal are duly obtained.