Buying or Selling a Business (Mergers and Acquisitions)

Share purchase or asset purchase

The first decision shapes everything else. In a share purchase, the buyer acquires the company itself with all its history, contracts, employees and liabilities; the seller receives a clean exit and, often, favourable tax treatment. In an asset purchase, the buyer picks the assets and contracts it wants and leaves the rest behind, but must transfer each contract, property and licence individually and take on the employees under TUPE. We advise on the structure with your accountants, taking into account tax, liabilities, licences (including any sponsor licence, which does not transfer automatically on a change of ownership) and the counterparty's expectations.

The process

1. Heads of terms and confidentiality

   We draft or review the heads of terms to fix price, structure, exclusivity and timetable, and the NDA that protects the seller's information.

2. Due diligence

   For buyers, legal due diligence on the company's contracts, employees, property, IP, disputes, data protection, immigration compliance and corporate records, reported in a form that focuses on the issues that affect price and risk. For sellers, we prepare the data room and manage responses.

3. Sale and purchase agreement

   Drafting and negotiating the SPA or APA: price mechanics (completion accounts, locked box, earn-outs, retentions), warranties, tax covenant, indemnities, restrictive covenants and limitations on the seller's liability. The seller's disclosure letter qualifies the warranties and is as important as the agreement itself.

4. Completion and after

   Board approvals, stock transfer forms and stamp duty (0.5% on share purchases above £1,000), Companies House filings, TUPE consultation, novation of contracts and release of security, followed by any post-completion adjustments.

Cross-border and international buyers

Overseas buyers of UK businesses face additional steps: National Security and Investment Act notifications in sensitive sectors, Companies House identity verification for new directors and PSCs, UK bank account and funding arrangements, and immigration planning for owners or managers who will run the business from the UK. Our combined commercial and immigration team handles these alongside the transaction so that the business can operate on day one after completion.

Frequently asked questions