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Mergers, Sales & Acquisitions

Mergers, Sales & Acquisitions

Selling, acquiring or merging your business, is one of the most important decisions and changes you will ever undertake.

There are a multitude of reasons and substantial benefits to considering a merger or acquisition; such as combining resources and talent, additional access to opportunities and continued expansion. Whatever your commercial objectives, it is essential you are successfully represented throughout the process and achieve your goals in a timely manner, as well as minimise disruptions to your business through the course.

Equally, if you are looking to sell your business, you will naturally want to achieve the best possible return on your investment, as well as a smooth transition to ensure the future of your company as it is passed on to new hands.

Our corporate team has a great deal of experience in the complexities involved from years of working with multiple businesses in a variety of industries to merge, sell and acquire, with practical tax efficient approaches, as well as assistance in drafting/updating any necessary additional legal documents (share agreements, company Articles ect) and taking you through the entire process.

We support, guide and achieve your commercial objectives by working proactively with your business, accountants, directors and management team.

For more information on how we can assist with protecting you and your business, please contact us at corporatelaw@taylor-rose.co.uk

If you are thinking of selling your business then you will need a business sale agreement to legally formalise the negotiated terms of the deal and complete the transaction.

Whilst it is appreciated that selling a business can be a costly affair and owners will want to keep costs down, many businesses will attempt to use a template approach to avoid cost, and find themselves caught out further down the line.

Business sale agreements are unique legal documents that will differ depending on the type and size of the business, as well as the terms of the deal, it is often the case that without a specialist corporate Solicitor, one or more important items can be omitted creating substantial damage and costs later.

Our corporate team can assist; offering security throughout the sale transaction with a business sale agreement drafted to the transaction requirements, for more information please contact corporatelaw@taylor-rose.co.uk

An asset purchase/sale agreement is a document outlining the terms and conditions between parties buying and selling specific company assets.

It covers some of the following;

Price: Purchase and sale price of the assets, any required price adjustments, any required tax adjustments and resolution mechanisms should there be a conflict for the parties to adhere to.

Employees: An outline of terms that relates to employees and how the transaction should be conducted, with any bonuses/benefits in mind.

Guarantee: The seller and purchaser provide confirmation that all statements in the agreement are accurate and agreed to. In particular the agreement covers liabilities and representations of the parties.

Indemnity: Terms relating to indemnifying the buyer or seller for costs that may come to light following the transaction.

It is important when undertaking to purchase or sell assets that you have a professional and experienced corporate Solicitor drafting the agreement, to ensure that all the relevant items are covered and both parties are secure, achieving their commercial objectives.

For more information on how we can assist please contact corporatelaw@taylor-rose.co.uk

Investors often find it preferable to purchase shares as opposed to assets, due to the substantial benefits in terms of tax, and lack of requirement to deal with client contracts, consents ect. 

However it is also worth noting that despite these benefits, it can be a significantly complicated transaction that has a particular emphasis on due diligence, making accurate information, legal documents and focus on overall commercial objectives essential.

Our corporate team can assist with a detailed assessment of the deal and its commercial benefits, guiding the client through the process and negotiating a structure and provisions that offer a secure agreement for all parties.

Whether you are buying or selling shares, we have a great deal of experience in achieving the best deal, limiting risk and liability and ensuring all required contractual obligations are included and met as per the agreement.

For more information please contact corporatelaw@taylor-rose.co.uk

Whether you are selling, acquiring or merging a company our team of corporate experts can assist with the following;

  • Identifying deal potential
  • Preparing presentation for potential buyers and sellers
  • In depth acquisition assessment
  • Due diligence investigations
  • Negotiating and agreeing terms, goodwill ect]
  • Managing risk
  • Financial guidance
  • Project management
  • Business sale agreement
  • Asset sale agreement
  • Share transactions
  • Non disclosure agreements
  • Drafting contracts/amending existing company documents
  • Sale structure optimisation
  • Post Completion support and formalities  
  • Post-Acquisition support and integration
  • Creating exit strategies/recovery strategies, continuity plans ect

For more information on how we can assist with protecting you and your business, please contact us at corporatelaw@taylor-rose.co.uk

Useful Guides

Selling & purchasing an asset
Selling & purchasing an asset

Whether you are selling some of the assets from your business, or all of your business assets you will need an asset sale agreement which outlines the terms and conditions between parties buying and selling assets. Businesses can sell a variety of assets; from the property the business conducts its transactions from to fixtures, fittings and even goodwill. Whilst every asset sale agreement will be different depending on the size of your business, type of assets being sold, business turnover and specific commercial objectives of the parties, we have outlined below the standard items included in asset sale agreements to give you and understanding of what will be covered and the terminolo...

Key Staff

John Bryant
John Bryant
Partner

John is a partner in the firm’s corporate and commercial department. He specialises in acquisitions and IT based joint ventures. He also deals with: group reorganisations and restructurings; advising on all legal issues relating to private limited companies, including director’s duties and shareholder agreements; share buy-backs; and start-ups.

Contact Us
Simon Banfield
Simon Banfield Director simon.banfield@taylor-rose.co.uk
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