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Our team can provide you with clear and comprehensive advice in relation to mergers and acquisitions.
Our experienced and multi-disciplinary team work together with our clients to provide commercial, quality advice, supporting all sized companies with strategic transactions as well as day-to-day business needs.
We work closely with our clients to understand your business, your requirements and to get to know your team and how you operate.
Our experience includes:
After identifying a business which you would like to purchase and confirming that the owner is willing to sell, the first step would be to seek to legal and accountancy advice. Forbes Solicitors can guide you through the legal process of buying a business.
Once initial negotiations have concluded the parties may wish to sign up to Heads of Agreement to set out the main provisions of the deal. The Heads of Agreement do not commit you to going through with the transaction so long as it is made clear that they are non-legally binding and that the agreed terms are subject to the conclusion of a formal contract. Other terms could be made binding, such as those relating to confidentiality, or an exclusivity period to set out the consequences of a rival bidder popping up when you have spent a great deal of time and money on negotiations.
The next stage will be to issue due diligence enquiries so that you can find out as much about the financial viability of the business before buying it. Further negotiation may become necessary as a result of the responses to the due diligence enquiries.
Alongside the due diligence request the advisors for both parties will review and negotiate the contractual documentation based upon instructions from the clients. It is not unusual that several drafts can be made before a document is settled upon.
The key document will be the sale agreement. This sets out the agreed terms of the purchase. Also included will be warranties regarding the state of the business to be purchased.
Completion is the time when the agreement for the purchase is entered into and the ownership of the business is transferred to the purchaser.
Our team are specialised in business transactions and can guide you through the process of buying a business.
Overall you can't. That is why before entering into an agreement to buy a business it is essential to be fully aware of the financial viability of that business. We will therefore issue pre-contract due diligence enquiries to the seller of the business regarding the circumstances of the business. Your financial advisors will more than likely undertake financial due diligence. As a result of these responses, further negotiation as to the terms of the deal may be required.
It is important that the agreement for the purchase reflects all of the things the seller has told you about the business. In the agreement for the sale of the shares or assets there will be a collection of warranties that the seller will give to the buyer. These warranties are statements about the affairs of the business and are likely to cover taxation, accounting, finance, employees and liabilities amongst others. Should these warranties be false the buyer will have the right to sue the seller for any loss suffered as a result. The warranties will usually be subject to any content disclosed by the seller to the purchaser and various seller protection clauses included in the agreement.
There is only so much protection the transaction documents can offer. Though they can provide information about the financial viability of the business and can also offer the possibility of taking some action should the business fail, they cannot be used to guarantee the new business will be a success. For this reason, the investigation of the business and the negotiating process becomes of paramount importance.
A member of our team can provide assistance throughout the investigation of a business process.