Asset sales/purchases. It is essential that such agreements clearly record the assets that are to be purchased/sold, the price, how the price is to be paid and whether any part of it will be deferred, whether warranties are to be given by the sellers, limitations upon potential liability, obligations before and after completion, transfer of employees under TUPE, restrictions to be imposed upon the seller from competing with the business after the sale has completed.
Share sales. Share sales and purchases are often very complex. It is the duty of the buyer to undertake all necessary due diligence so as the buyers’ solicitors we will raise extensive enquiries designed to extract all necessary information. As Sellers’ solicitor we will ensure that replies given are as full and frank as possible whilst minimising risk of inadvertent misrepresentation.
The buyer of company shares takes the company as it is and for that reason will seek to extract a large number of warranties from the seller in the agreement. As buyers; solicitor we will try to protect the buyer as best we can by obtaining necessary warranties. When acting for the seller we will try to limit exposure to risk often by making specific disclosure of any matters that could be considered to be detrimental.
We will work closely with your accounts and other professional advisers to ensure that all tax issues are adequately covered.
For an initial discussion please contact any of our offices or send us a message using the Contact form on the right of this page and we will get back to you as soon as possible.