Asset Sales and Purchases

When looking to acquire or dispose of Assets or Shares, there are a host of issues that may not immediately seem important, but which most definitely are. 

Regardless of whether the shares of a business or its assets are involved, the transaction can quickly become detailed and complicated. Our Corporate solicitors are able to guide you through every stage of the sale/purchase, protecting your interests from the outset. 

It is necessary to consider the structure of the deal at an early stage, in particular what is involved in the transaction – shares or assets. The type of sale will determine the extent to which certain liabilities will need to be considered, as an asset sale will only involve the assets and liabilities which the buyer and seller agree will be transferred, whereas a share sale means taking on a much wider range of liabilities, including the full trading history and any subsisting liability. 

Once an outline deal has been agreed, our solicitors can then get involved to negotiate and agree Heads of Terms as a starting point to begin the process. 

Thereafter, our solicitors will:

• Advise in relation to the structure of the deal and possible ways to mitigate tax liability. This may involve referral to a tax specialist
• Advise on an appropriate None Disclosure Agreement (NDA)
• Draft and negotiate the sale and purchase documentation (whether that be an asset purchase agreement or a share purchase agreement);
• Advise on limitations on your liability under the warranties 
• If the deal involves a sale of shares, advise on limitations on liability under the tax covenant (in order to reduce your exposure to claims after completion of the deal);
• Guide you through the legal due diligence process including assistance with raising or responding to due diligence enquiries by use of Data Room technology if required;
• Advise on the impact of any warranties about your business and its affairs or limitations on claims;
• Deal with the issue of disclosure to disclose against warranties in mitigation of any future claim for breach and prepare an adequate disclosure letter on Completion;
• Work with your accountants and/or corporate financiers so that the optimum structure is used and the sale is completed within whatever timescale is required including any security documents required in the event of private funding or lending; and
• Help you to reduce the risk of exposure to claims after you have sold your business or in the case of acquiring ensuring you have a full picture of the business or target company before committing to acquiring the assets of shares;
• Assist with Guarantee provisions where corporate entities are party to a transaction to reduce the risk of loss due to future insolvency
• Provide you with a report on due diligence and separate Property reports in relation to real estate included as part of the deal. 

When representing a client in the acquisition or sale of assets or shares, it is paramount that our client’s strategies and objectives remain at the core of the deal throughout. 

During the course of a business sale, be it of the shares or assets, there will be other specialist areas of law to consider, such as Employment, Real Estate and Intellectual Property. O’Donnell Solicitors have extensive experience in each of these areas, allowing us an excellent position from which to advise clients.

Contact Us About Acquiring or Selling Assets or Shares in a Business or Company

If you require advice on business/ asset acquisition or disposal, contact our team, led by Director James O’Donnell.  We work with businesses across the North West and UK to ensure practical, pragmatic and cost-effective advice for acquiring or selling assets or shares in a business or company. 

To discuss our services, please contact James O’Donnell at our head office at Appleby’s Business Centre, 1-3 Mossley Road, Saddleworth, Grasscroft on 01457 761 320.