Buying
Businesses

From business acquisitions to management buy ins our expert corporate solicitors have the experience you need... more

Selling
Businesses

Selling a business? Involved in a management buy out? We've successfully advised on over £20 billion of deals... more

Restructuring
Businesses

For Company Restructuring and Reorganisations, especially following a business sale or acquisition we can help... more

On-going
Company Matters

For help and advice on start-ups, LLPs, Shareholders Agreements, Returning Shareholders Funds and Closing Companies ... more

Selling a Business and Management Buy Outs

If you are considering selling a business, either to realise your investment to provide for your pension or your family, or to release funds for another venture, we’re here to support you throughout the entire process. We know how important it is to get things right at the time of the transaction and into the future. Once we have agreed our role with you, we will work closely with you to ensure your objectives are delivered for shaping your new future.

As with business acquisitions, the process of selling a business requires our input in some or all of the following areas, depending on the nature of the sale:

Our work will typically involve the following:

  • Terms and Conditions of the sale
  • Share purchase/business sale agreement
  • Lock out agreements
  • Confidentiality agreements
  • Tax indemnities
  • Disclosure letters
  • Legal due diligence
  • Deeds of contribution amongst selling shareholders
  • Advising on employee issues

Our corporate solicitors are highly experienced in advising and managing these transactions with a commercial approach supported by an attention to detail of the level you need and expect. We also advise on succession planning and exit strategies. Click on the link to see some testimonials from satisfied clients.

How we Work to Sell Your Business

We always work closely with our clients to understand their business, how it works, why they want to sell and the objectives they want to achieve through a sale. This allows us to work efficiently and effectively to deliver the best possible outcome for the transaction.

Complexity can be added to the transaction if the business and its assets are to be sold off, or if the client is considering a sale of some of his/her shares. Likewise, different risks to the outcome need to be considered if the business is to be split up on sale or sold off in parts. In particular, if parts of a business are being sold off, it is important to ensure that the vendor can continue operating the retained parts of the business without restriction.

Under these circumstances it is often the case that transitional arrangements are put in place, which might include a future trading relationship between buyer and seller and the outsourcing of functions from one party to the other.

We will also work to protect our client from any reduction in the price that has been agreed before the deal is completed or as a result of a future warranty claim. This sort of protection is of particular importance when there is an earn out agreement or other form of deferred payment consideration in place. Protection is particularly important where there is an earn out, deferred consideration or completion account adjustment.

Finally, the tax element and how tax is to be treated within the transaction is of significant importance to toe overall success of the deal. We project manage each transaction from initial concept through to completion in the most commercially aware and tax advantageous way possible.

Management Buy Outs

The main difference between a management buy out and a management buy in is that in the former case the sale is made to an existing, in-house, management team. This means that the buy out team will have experience of the business they are buying. This also means that the business owner (the seller) and the buy out team have an existing relationship, which can make the whole process more difficult due to the personalities involved.

There is a personal and psychological element to every deal, but management buy outs can often have more of this dynamic than other types of transaction. We always strive to ensure that we understand the personalities involved.

We have significant experience of management buy outs, and often introduce business owners (and management teams) to potential funders to help conclude the deal.

Contact us if You are Planning to Sell a Business

If you are selling a business, contact us or call us on +44(0)121 214 2490 for a free initial discussion.