Selling a business

Specialist solicitors for business sales.

We are a specialist law firm focused on private companies and their owners. Our overheads are well managed which translates into a competitive service punching well above our size in terms of service and expertise.

We advise numerous business sellers every year and are adept at getting the sale completed as fast and as cost effectively as possible. Our experience covers many industries, business sectors types and ownership issues on sale. Transaction values vary but a typical transaction size for us is between £500,000.00 and £7.5 million. We are an ideal size of firm to provide specialist legal advice on a business sale at proportionate cost.

Preparing your business for sale

Prior to selling a business, it is increasingly common to consider the structure of the deal.

You might want to retain a niche part of the business or maybe a loss-making activity is reducing the overall value. Spin-offs are common especially where there is commercial property which may not form part of the deal.

We  can advise on the best structure to obtain an optimal valuation and/or other pre-sale considerations. We plan carefully to avoid unexpected taxation charges, which often arise with asset transfers.

Prospective buyers will request confidential information about your business, e.g. your customer list, financial information and your product information.  Clearly you do not want to share this information without legal protection in place.

We limit your exposure, protect your position and safeguard your business if the buyer walks away. Our confidentiality agreements fit your circumstances, and define appropriate timescales for selling your business.

Purchasers often expect exclusive rights, i.e. a lock-out period during the costly due-diligence process. However, a lock-out can strengthen the purchaser’s negotiating position. We’ll tell you what is reasonable.

Due diligence management

The buyer uses the due diligence process to flush out weaknesses, potential liabilities, and perhaps negotiate price reductions.  We manage this process.  The buyer will ask to inspect your business and view key records and documents.

We prepare you, organise your documents, and respond to enquiries raised by the buyer’s solicitors.

Essential terms for the business sale agreement and negotiation

The sale agreement legal documentation is the last piece of the jigsaw. This is when our clients most need our expertise to limit their potential liabilities and risks.

We review and/or draft the terms for selling your business, and

  • Explain: what the agreement means;
  • Flag: key risks;
  • Negotiate: as appropriate, on your behalf; and
  • Ring-fence your future exposure: warranties and indemnities form part of the terms of sale.  Our disclosure letters minimise future problems.

Warranties and indemnities

Usually we will negotiate these down for you. To understand the commercials you need to understand the difference between a warranty and an indemnity.

This means that a buyer claiming for breach of contract under a warranty has to show loss, mitigate that loss, and usually can only claim for direct loss which flows naturally from the breach, or is in the reasonable contemplation of the parties.

Equity Structure

You will need to review the equity structure to ensure all shareholders can be reached and a minority shareholder cannot hold up the sale. Drag along provisions and powers of attorney signed in advance of sale can be very helpful and provide assurance to a buyer that the sale will proceed without any unnecessary delays.

Employees

Employees are usually important to the business’s success.  We have the expertise to manage employment law issues and changes to employment contracts.

  • Asset sale as a means of selling a business: If the transaction is an asset transfer, then we manage the seller’s obligations under TUPE to consult with the relevant employees.  The buyer cannot change the employment contract’s terms and conditions for a period after the sale.  Some buyers therefore require the seller to implement employment contract alterations before sale. These changes can create difficulties for the seller, particularly under TUPE.
  • Share sale as a means of selling a business: If the transaction is a share sale there is no change of employer and all existing employment contract terms and conditions remain.  Therefore, TUPE is not an issue for the seller. Often the buyer wants to negotiate new terms for key members of staff who the buyer wants to retain. Retention bonuses designed to help transition the business are common.  It is in the seller’s interests to engage in these negotiations because future profits and hence additional consideration is often at stake.

Tax on business sale

Our expertise encompasses capital gains tax on the consideration for your business. Usually our top consideration is to ensure your eligibility for Business Assets Disposal Relief (entrepreneurs’ relief) which offers:

  • 10% capital gains tax for qualifying shareholders; rather than
  • 20% the usual capital gains tax rate.

Not every shareholder qualifies for Business Assets Disposal Relief (entrepreneurs’ relief). There is a HMRC clearance process for the tricky cases relating to your trade – we can advise.

We’re specialist solicitors for business sales – get in contact to discuss selling your business and how our lawyers can help.

Alastair Manning

Alastair is a sound pair of hands and gets the job done on time and within budget. He is a valued member of the commercial team and very much contributes to its success.

Let us take it from here

Call us on 020 7438 1060 or complete the form and one of our team will be in touch.