Our corporate and commercial solicitors are experienced in both buying and selling all types and sizes of organisations. If you are considering purchasing or selling a company, we are experienced at guiding businesses and their management teams from the early stages of negotiation all the way through to completion. We understand that if you are buying or selling a company, there is often a need to move as quickly as you require without compromising the protections you need.
Our mergers and acquisitions solicitors will help you achieve the best commercial solutions to meet your M&A objectives and will work to identify all the internal and external factors that could influence your decision making.
Contact Sanjay Soni s.soni@thpsolicitors.co.uk or Malcom Head m.head@thpsolicitors.co.uk or call 01491 570 909 to see how we can help with your business needs.
In brief, the M&A process centres around:
A successful sale of a company can often hinge on getting your house in order in advance. A buyer will want key information as part of their due diligence and if you don’t have that information available it may scupper the deal. Here’s our quick checklist of some of the key documents that the buyer will expect to see and will need to be ready:
A merger is a collaborative process based on mutual agreement between two companies, usually of a similar size, combining to create a new legal entity where control is shared. An acquisition is when one company purchases and absorbs another (usually smaller) company, which may then cease to exist as a separate legal entity, with the acquiring company gaining full control.
A company sale usually refers to the selling of a business or its assets to another party for a monetary consideration. A divestment is where a company sells off a business unit, subsidiary, or asset. Divestments are often prompted by internal efficiency drives, restructure or a change in company’s strategic direction.
There are two key ways of acquiring a business – by asset purchase or share purchase. Ultimately the choice of acquisition method will be influenced by the legal, financial and personal considerations of the buyer and seller, as both have pros and cons.
In an asset sale, the buyer acquires the business by purchasing tangible (e.g. property, machinery and stock) and intangible assets (e.g. Ip and goodwill), together with any liabilities that the buyer chooses. This means, subject to commercial negotiations, the buyer can effectively ‘cherry pick’ the assets and liabilities they wish to acquire, allowing them to be selective.
In a share sale, the buyer acquires the shares of the company which owns the business and assets. The transaction is between the company’s shareholders and the buyer of their shares. Typically, the buyer will acquire all of the assets, liabilities, and obligations of the company, although they may negotiate certain contractual protections in the purchase agreement.
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