How can we help?
Buying a business or selling a business can involve many complex legal issues. But to guide you through every stage of your selling a business or your acquisition of a business for sale, our commercial solicitors can provide you with a wealth of experience in dealing with all types of business sale and business purchase. If required, we can involve our colleagues in the firm who specialise in Commercial Property, Employment and Intellectual Property. To give you a full ‘end-to-end’ service, we can liaise also with accountants and finance specialists, if you need their input. (Please see also our section on Company Law).
Whether you buy or sell, we will assess the steps needed for your protection, by considering:
- Should the sale / purchase be of shares, or of assets?
- Inspection of the books of the business / due diligence
- Valuation of assets and liabilities
- Consequences for capital gains tax purposes
- Status of current contracts with clients / customers and suppliers
- Stock / equipment / fixtures and fittings / goodwill / intellectual property rights
- Transfer of real estate (as relevant)
- Disclosure letters
- Warranties
- Necessary insurance
Buying a Business
When acquiring a business, the proposed transaction must be fully investigated, to avoid any shocks. In a purchase, “caveat emptor” (“buyer beware”) applies. So we must examine all aspects of the deal. Specifically, for your commercial success, you must understand fully:
- Exactly what you are purchasing
- The benefits of acquiring it
- The risks involved
- Your aims and expectations
We will guide you through the purchase documentation – and, if wished, will assist in the price negotiation. As well as assessing the best structure for the enterprise, W Davies’ Commercial Department will take time to understand the business to be acquired, your reasons for buying and your specific commercial needs. This ‘rounded’ approach will help you to achieve a successful, timely and cost-effective conclusion.
Selling a Business
Organisation is the key to the successful sale of a business. So our Commercial team talks with you to understand the business to be sold and your reasons for disposing of it (a great offer? retirement? the poor economy?) The ‘rounded’ approach will help you to achieve a successful, cost-effective sale. A business sale is largely the mirror image of the buying process, though with some key differences:
- Confidentiality Agreement: as the seller, you must give the intending purchaser key items of data about the business (e.g. its financial state, your staff’s terms of employment and your client list); so you will want the other party to sign a Confidentiality Agreement, which we can draft for you
- The Sale Agreement: this includes important sections (often lengthy and complicated) on warranties, indemnities and restrictive covenants
- Employment issues: if you have staff, there are employment matters to consider
Should you wish to discuss further, please contact enquiries@wdavies.com