Buying or Selling a Business
Expert business solicitors
Corporate legal services
Advice on buying or selling businesses
Succession Planning remains the buzz word of the corporate world but in fact it vital to the growth and success of your business. Whether your plans for succession and success results in growth and acquiring a business, or winding down and selling up, the corporate team can assist.
The transaction can take many forms but often falls into either an asset sale and purchase or a share sale and purchase. Subject to your desired outcomes, there are pros and cons to both. With an experienced corporate team, we can talk you through the whole journey which may start even before you agree a deal.
We have strong working relationships with fellow professionals including accountants and tax advisers and business agents to ensure you receive the full service required at any point during the transaction. Our employment team are always on hand to assist with any employee related matters and work proactively and commercially to ensure you get the right deal and any exposures to risk are minimised.
Business & Share Sales
Our working relationship with you always begins with a kick off meeting and our premises at Greenways is perfect for this. We will talk through how we can help, ensure we have a full understanding of what you are looking to achieve and agree a plan as to how we reach the outcome with clear stages of the transaction.
Our expertise include:
Advising and negotiating on heads of terms and exclusivity agreements
Legal Due Diligence, data room management and disclosure
Asset Purchase Agreements – particular experience in the manufacturing, hospitality and professional services
Share Purchase Agreements – particular experience in professional services, house building industrial and hospitality
Deferred consideration terms and security over shares
Corporate finance and re-financing
Don't risk your business: Trust the experts
Advising on a client’s retirement plans resulting in a successful tyre business sale to the major competitor in the market coupled with related business property sales and lease assignment
Successfully completed on a multi-million-pound share sale of a design, print and fulfilment business advising on complex earn-out provisions and employee share schemes
Acting for a successful IFA business in a further IFA acquisition as part of their growth strategy
Very professional service
Very professional service - at a difficult time due to Covid 19.
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Ms Michelle Fielding
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Ms Kathleen Lucas
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Thank you very much for doing a great job as always, would recommend you for sure for being so efficient and getting the job done as quick as possible.
Very helpful. Advice clear with plenty of time for us to consider all the options before making decisions.
Very thorough, and we also got forces discount.
Rowena is very professional and very prompt response every time I needed something.
Gemma combines sound commercial judgement with a refreshing clarity and approach. An excellent commercial lawyer.
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Mr & Mrs C
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I could not have wished for a more professional dedicated team, I am so grateful for all their help and support, I would highly recommend Goughs solicitors to family and friends.
Business or selling a business
Your questions answered
There are two main ways that you can buy a Company.
The first way is you buy the shares of the company and therefore, you take on every aspect of the business so that from the outside, there has been no change of ownership.
The second way is to purchase the assets of the company. The buyer would select the parts of the company they would want to purchase, such as the stock, but can leave behind the liabilities for example.
One of the main benefits of buying an existing business is that providing the business has a good reputation, you would be taking on the goodwill that the business has already established. If you were starting up a business, it usually takes considerable time to build up the ‘brand’.
It is crucial when buying a business to make sure you have carried out extensive due diligence, so that you know exactly what you are taking on. Purchasing a business without carrying out extensive due diligence can be very risky because as the buyer, you may be held responsible for the liabilities of the previous owner, even if you did not know the liabilities existed.
This depends on the terms of the business sale. As well as the purchase price, it would be sensible to budget for accountancy as well as legal fees. If you would like to discuss the legal fees for buying a particular business, please get in touch with our Corporate Department.
Working out the value of business is certainly a challenge- t is always important to remember that the true value of a business is what someone is prepared to pay for it.
We would suggest working with your accountant to determine the value, a few examples of the methods used to value a business include:
- Asset valuation
- The Price Earnings Ratio
- Entry cost valuation
- Discounted cash flow
- Industry ‘rules of thumb’
As part of an asset sale, you would need to make sure that the legal title to each of the assets passes to the Buyer. For example, if the asset sale included a freehold property, this would need to be documented in a particular way and be registered at the Land Registry. The necessary documentation would need to be in place for each asset.
For a share sale, the Buyer would be purchasing the shares of the company and therefore, various documents would need to be drafted in line with the company’s constitution and certain documents would need to be filed at Companies House.
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Your commercial team
Specialist lawyers for
all your corporate and
We draw from a wide range of disciplines to support you in keeping your business moving forward.
Goughs have been providing legal services to businesses across the south west since 1882.
We deal with a wide variety of corporate clients so have the expertise to ensure all your needs are dealt with by one team.