To buy or sell a company is an important decision with a lot at stake. In a share sale transaction, the buyer typically looks to buy all the issued shares in the target company from the current shareholders.
The buyer will generally take on all of the assets and liabilities of the company and so will usually want to undertake a thorough due diligence investigation to understand fully what is being acquired.
The assets and liabilities of the company will fluctuate on a daily basis, so there may need to be an agreed mechanism for adjusting the price to be paid for the shares. There are a number of issues which will arise during the sale process which will need to be considered and addressed. Some of these issues will affect, for example, the price to be paid by the buyer and some, such as the warranties to be given by the sellers in the share sale agreement, affect the balancing of risk between the parties.
The warranties to be given by the sellers about the company are likely to be heavily negotiated, but the sellers are still likely to need to produce a disclosure letter disclosing matters which would give rise to a breach of warranty to avoid the risk of post-completion claims.
Our team of corporate lawyers has extensive experience and expertise in providing legal advice on the sale and purchase of companies including:
- advising on the planning and preparations required to ensure the most beneficial outcome including dealing with the heads of terms and conducting or preparing for the due diligence exercise
- drafting and negotiating the share sale agreement and many other ancillary documents required to effect the transaction so as to minimise risk and maximise value for our clients
- using our legal knowledge and technical ability to good effect, while also providing commercial and practical advice to our client's needs and objectives
- working with the other advisers and the other side to complete transactions efficiently, economically and within the required timescales
- guiding clients through the process, understanding priorities and concerns and protecting our client's interests throughout
Legal Help and Advice
Disclaimer:
Information on this website is provided for general information purposes only. It is not intended to constitute and should not be relied upon as legal advice. There are a number of factors and circumstances which may be relevant to legal advice. The law may also have changed before we are able to update the information on this website. If legal advice is required, please contact us on 08081668827.
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