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.

Our expertise

Business & Share Sales
& Acquisitions

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

Corporate lawyers

Recent highlights

  • 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

Philip Fowler

Very professional service

Very professional service - at a difficult time due to Covid 19.

2021-03-08

Jane Weller

Helpful

Helpful, prompt and efficient

2021-03-08

Ms Michelle Fielding

I would definitely recommend Goughs

I definitely would recommend Goughs they were very efficient, very helpful and always informed us of what was happening in the chain.

2021-03-02

Ms Kathleen Lucas

Thank you very much for doing a great job

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.

2021-03-01

Very helpful

Very helpful. Advice clear with plenty of time for us to consider all the options before making decisions.

2021-02-14

Mr Wood

Very thorough

Very thorough, and we also got forces discount.

2021-02-02

Testimonials

JS

Rowena is very professional and very prompt response every time I needed something.

2020-11-04

Paul Ealey

Gemma combines sound commercial judgement with a refreshing clarity and approach.  An excellent commercial lawyer.

2020-08-05

AP

Very human, understanding, trustworthy, feeling of honesty.

2020-04-08

Mr & Mrs C

Friendly exact explanations on all legal aspects, helpful throughout and always with a smile.

2020-08-05

TH

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.

2020-07-07

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

Gemma Sumsion

Head of Real Estate & Corporate

Gemma is a Partner and Head of Real Estate & Corporate. She specialises in commercial property and corporate matters, acting for a wide range of clients.

Hollie Plumb

Trainee Solicitor

Hollie started her Training Contract with the firm in September 2019 in the Family Department, and since March 2020, she has been based in the Commercial team. Hollie has a particular interest in Corporate transactions, which includes Business Sales/Purchases and Corporate Restructuring.

Specialist lawyers for
all your corporate and
commercial needs

Knowledge

We draw from a wide range of disciplines to support you in keeping your business moving forward.

Heritage

Goughs have been providing legal services to businesses across the south west since 1882.

Experience

We deal with a wide variety of corporate clients so have the expertise to ensure all your needs are dealt with by one team.

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