Mergers and Acquisitions
Our expert mergers and acquisitions solicitors provide strategic, results-focused legal support to help businesses navigate complex transactions with confidence.
Talk to one of our team members on 03300297347
Mergers and acquisitions (M&A) are complex transactions that require strategic planning, expert negotiation, and meticulous legal oversight. At Slater Heelis, we recognise that every deal is unique, whether you are selling a business, acquiring a company, or merging with another entity. Our experienced corporate solicitors provide clear, straightforward, no-nonsense advice, helping you navigate the process with confidence.
Our lawyers work closely with you throughout the transaction to ensure it progresses smoothly and successfully. We also understand the importance of achieving an appropriate balance of risk for both parties and work proactively to address this throughout the deal.
We support businesses of all sizes, from SMEs and large owner-managed businesses to institutional investors, public companies, and non-profit organisations. Our priority is to ensure that your transaction is completed efficiently, on time, and on the best possible terms.
If you need expert legal support for an M&A transaction, contact our expert corporate team today by filling out the adjacent contact form or calling 03301 732 339.
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Business Sales and Acquisitions vs. Share Sales and Purchases
Buying or selling a business is a major decision that requires careful consideration and expert legal guidance.
A business sale (asset sale) and a share sale are two distinct approaches to transferring ownership in M&A transactions.
A business sale involves selling specific assets and liabilities, allowing buyers to cherry-pick assets while leaving unwanted liabilities behind.
In contrast, a share sale transfers full ownership of the company, including all its assets as well as its current and historic liabilities and obligations.
The right approach depends on factors such as tax efficiency, liability exposure, and commercial objectives, and our team can guide you in choosing the best structure for your transaction.
How We Can Help with Business Sales and Purchases
- Structuring the deal: Working closely with you and your other professional advisors, we develop the best structure for your transaction, whether through an asset sale, share sale, or another approach that maximises value and minimises risk.
- Comprehensive review: As a full-service firm, we collaborate with our other expert teams, including, commercial, employment, and property to conduct a thorough review, addressing all relevant legal matters. This ensures a smooth transaction while identifying and mitigating risks.
- Drafting and negotiating agreements: Preparing sale and purchase agreements, heads of terms (HoTs), and other key documents to safeguard your position.
- Managing liabilities: Advising on warranties, indemnities, restrictive covenants, and tax considerations to limit potential future liabilities.
- TUPE and employment considerations: Working with our employment team to advise on the implications of TUPE and employee rights.
- Property and lease transactions: Handling the purchase and sale of property, as well as lease agreements, in collaboration with our property team.
- Intellectual property and commercial contracts: Advising on IP rights and commercial contracts to protect business assets and ensure seamless operations post-transaction.
Whether you are selling a long-established business or acquiring a new venture, our team is committed to securing the best possible outcome for you.
Share Sales and Purchases
A share sale or purchase involves transferring ownership of a company through the sale of its shares. This type of transaction can be complex, with multiple legal and financial considerations. Our corporate solicitors have extensive experience in handling share transactions and ensuring that all aspects are properly managed.
When structuring a share purchase transaction, ensuring the right purchase price adjustment mechanism is in place is crucial. Our expert corporate solicitors provide strategic advice on negotiating and implementing adjustments, including locked box structures that fix the purchase price at an agreed point in time prior to completion, completion accounts to allow for post-completion adjustments based on accounts produced at the time of completion and earn-out mechanisms that align payments with future business performance. By carefully structuring these terms, we help to ensure that you maximise and retain your value and minimise post-transaction disputes.
We also take into account:
- Tax considerations: Advising on tax covenants and indemnities to ensure that liabilities are accounted for and properly managed.
- Restrictive covenants: Implementing restrictions to prevent sellers from competing with the business post-sale or soliciting employees and clients.
- Contribution agreements: Ensuring that multiple sellers agree on how future liabilities are shared.
Why Choose Slater Heelis for Your M&A Transaction?
- Top-tier legal expertise: Recognised in the top tier for Chambers Corporate Law/M&A in the North West.
- Collaborative approach: We work closely with in-house specialists in commercial law, dispute resolution, commercial property, and employment law to provide comprehensive support.
- Proactive and results-focused: We take a strategic, problem-solving approach to ensure your deal is completed efficiently and on the best possible terms.
- Sector-specific knowledge: Our team has extensive experience across various industries, ensuring tailored advice that aligns with your business objectives.
If you are considering a merger, acquisition, or business sale, contact our expert team today to discuss how we can support your transaction.
Meet the Team
If you need expert advice on corporate matters, we’re here to help. Contact us today to discuss your situation with one of our experienced solicitors.
