Buying or Selling a Business
- Preparing your company for sale
- Negotiating deal structure and drafting term sheets
- Non-disclosure, confidentiality and exclusivity agreements
- Due diligence and disclosure exercises
- Sale and joint venture documentation
- Transitional services arrangements
- Reviewing employee & director service contracts
Buying a company or entering into a joint venture is always a significant investment for a business. It is therefore essential for a buyer to identify early where the areas of risk in relation to a target business lie and to ensure that there are no skeletons in the closet before it is too late to change their mind.
From a seller’s point of view, it is important to know in advance what aspects of the business a potential buyer would be looking at so that the company is prepared for a sale and is ready to respond to any enquiries and address any concerns.
Howat Avraam assists its clients throughout the sale process, from negotiating the terms of the deal at the outset right through to updating the company’s records following completion. Even if a sale isn’t on the horizon, we work with our clients to implement best practice procedures across all aspects of their businesses so that they are prepared if an opportunity should arise.
“Selling the company that I founded 20 years ago was a stressful experience but Matthew, Niki and their team couldn’t have done more to ease the process. Their personal and no-nonsense approach demystified the legal process and got the job done with minimal fuss.”
Stephen Alford – Founder and former owner of Quality Clinical Reagents Limited
Examples of our work
Preparing your company for sale
is ready to undergo the due diligence process.Less
Company Sale & Purchase
the legal ownership of the assets or shares is properly transferred and that the terms on which the transfer takes place are clearly recorded. Wherever possible, areas of risk must be identified early and the necessary protections included in the transaction documents.Less
these intentions start to differ. Having invested so much time and money into a business, there is simply no benefit to leaving matters to chance and a bespoke Shareholders’ Agreement will comprehensively deal with issues such as managing disagreement, 50:50 deadlock, decision making powers, restrictions on share transfers, funding, company sale issues and exit strategies.
A good business idea and a profitable business can stand for nothing if the internal relationships between the directors and shareholders break down. When this happens, mistrust and disputes often start to surface, which, if not dealt with quickly, can cause huge harm to ongoing trade and a company’s value.Less
Investment and Share Issue
lf as (amongst other things) the issuing of new shares can have the effect of diluting existing shareholdings, which can lead to claims of shareholder prejudice. Care must be taken as to the process and the underlying arrangement of any share issue or investment opportunity.Less
and potentially costly risks in the course of business by signing up to onerous terms which, with our expert guidance, could be amended or avoided completely.Less
Decision-making & Resolutions
de. These meetings must be minuted and any decisions made (generally referred to as “Resolutions”) must be formally recorded. Failure to do so is a breach of the Companies Act 2006.
Limited Liability Partnerships operate by reference to both the Limited Liability Partnerships Act 2000 as well as any Partnership Agreement in place. As with Limited Companies, strict compliance is required in order to avoid dispute or disruption to the business.Less
Terms & Conditions
gside our commercial clients in establishing best practice to ensure that their Terms & Conditions bind to their contracts and take precedence over those of the other contracting party.Less
Employee & Director Contracts
obligations. They can also impose the necessary restrictions during and post-employment in order to safeguard the business.
These restrictions include enhanced notice periods to allow for a suitable replacement as well as the restrictive covenants required to protect a company’s competitive edge, including its client relationships, supplier details and all confidential information.Less