Divorce & Family
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An asset purchase is another form of business acquisition. Unlike with share purchases, in an asset purchase, the buyer can choose which assets they wish to acquire and which they do not. For example, they may wish to acquire the goodwill of the business, together with any customer and supplier bases, but leave behind certain liabilities for the seller to retain.
In the event that the buyer is acquiring a partnership or sole trading business, an asset purchase may be the only form of business acquisition suitable.
We can assist on all aspects of the asset purchase, beginning with drafting and negotiating the heads of terms for the proposed deal. The acquisition of another business is an effective way to grow your business, but you will need to understand exactly what you are purchasing and what you are leaving behind. Our corporate solicitors are experts at probing the necessary detail regarding a company to enable this understanding and will conduct and advise on the appropriate due diligence investigations. We will also assist in drafting a suitable asset purchase agreement, advising and negotiating the terms of such agreement, preparing and negotiating any ancillary documents required to effect the transaction and advising you on any disclosure letter produced by the seller.
In the event that you are selling a business and find a prospective buyer, we can assist you in preparing and executing the sale. We can assist in drafting and negotiating head of terms, advising and negotiating the draft asset purchase agreement, preparing the replies to due diligence (as produced by the buyer), drafting the disclosure letter (if necessary) and negotiating the ancillary documents required to effect the transfer.
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Please see below for our most frequently-asked question. For anything more detailed, please contact us.
The need for a disclosure letter will largely depend on the complexity of the transaction. If the share purchase agreement contains a number of warranties about the company, the seller is likely to make some disclosures against these warranties. Making adequate disclosure may help prevent breach of warranties claims against the seller and allows the buyer to understand any risks so they can make an informed decision on whether they wish to purchase the company or not.
Conducting due diligence is asking a number of questions about the company for the seller to answer. This is to ensure that the buyer understands what they are buying to avoid the buyer acquiring anything unwanted or unknown.
Warranties are certain legal promises as to the state of the company. If, after completion, one of these legal promises are broken, you may be able to sue the seller. Our solicitors can review the complexity of the transaction and will advise you on the scope of warranties that may be appropriate.
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