We have particular expertise in advising on acquisitions and disposals – whether trade and assets or share capital – acting for buyer or seller. We have been involved in a wide variety of transactions – trade sales, management buy-outs and management buy-ins, sale by auction, private company purchases and sales, and Takeover Code offers.

Acquisitions

We advise on acquisitions, whether a shares deal or a business and assets deal.

We can be involved at all of the stages of the acquisition process – exchange of confidentiality undertakings, agreeing the heads of terms, carrying out a due diligence review, negotiating and agreeing the principal purchase agreement and ancillary documents, and managing completion (including related funding aspects).

We also give strategic and project management advice to purchasers on implementing the deal, whether the acquisition is by way of an exclusive negotiation or an auction process.

Sometimes it can become necessary for the purchaser to become involved in post-completion claims against the sellers. We can advise on warranty and indemnity claims and claims for breach of non-competition restrictions.

Disposals

We advise shareholders and companies on disposals, whether the sale of shares or businesses and assets.

We can help get a business “vendor ready”, by carrying out any pre-sale restructuring that is necessary (whether for operational reasons or for tax or regulatory reasons) and a pre-sale diligence exercise. We can run a sale process which involves the issue of an information memorandum or an auction.

We can be involved in all of the stages of a sale – setting up the process, issuing an information memorandum, running an auction, running a data room, agreeing heads of terms, negotiating and revising the principal sale agreement and ancillary documents, coordinating completion and managing the post-completion matters such as distribution of funds, the completion accounts or earn out process, and the holding of retention funds.

 

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