Buying and Selling Private Companies

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We have extensive experience in acting for a broad range of private and corporate clients.

We can offer effective and practical advice in the process of buying and selling a company or a business, from the inception to the completion of the transactions, and afterwards.

Our team can:

A typical business sale or company sale will involve the following:

1. Confidentiality Agreement

Sellers will wish to keep the following matters confidential:

This is in order to:

2. Heads of Terms

This document will set out the headline terms agreed in principle between the Buyer and the Seller.

These Heads are expressed to be ‘subject to contract’ and, apart from certain provisions, will not be legally binding. The main purpose of the Heads is to:

The Heads of Terms will include :

3. Due Diligence

Once the head of terms have been signed, the prospective Buyer and his professional advisers will investigate the assets and affairs of the business/ company being acquired.
This process is known as the “due diligence exercise”. It will usually involve:

4. The Sale Agreement

This will be the main document governing the sale of the company/ business.  The sale agreement will generally cover the following points:

5. Disclosure Letter

The Sale Agreement will contain extensive warranties concerning the assets and affairs of the business.  If any of these warranties turn out to be false, then the Seller could be liable to the Buyer for breach of warranty.  However, some of the warranties may be incorrect and in order to prevent the Buyer making a breach of warranty claim, the Seller will disclose against the particular warranties in a letter called the disclosure letter.

If a proper disclosure has been made against a particular warranty, then the Buyer will:

However, if specific liability has been disclosed then it is possible that the Buyer may seek to renegotiate the price or require a specific indemnity against that disclosed liability (see 4(viii) above).

Our People

  • John Spratt
  • Chairman, Head of Company Commercial
  • 01295 204115
  • Email
  • Hitendra Patel
  • Director
  • 01295 204108
  • Email
  • James Macdonald
  • Senior Associate
  • 01295 204138
  • Email
  • Catherine O’Riordan
  • Associate
  • 01295 204150
  • Email
  • Allanagh Davies
  • Trainee Solicitor
  • 01295 204090
  • Email
  • Christine Ward
  • Tax Law Consultant
  • 07788 750481
  • Email

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Getting In Touch

To find out more about our Buying and Selling Private Companies and Businesses service, please contact Hitendra Patel on 01295 204108 or email hpatel@se-law.co.uk

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