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Asset Purchases & Sales

In the world of business, there are various methods of designing business acquisitions. One such alternative to share purchases is an asset purchase. As solicitors, our role in asset purchases is paramount. The key difference between the two lies in the liberty granted to the buyer. In an asset purchase, the buyer has the flexibility to choose which assets they wish to own and which they do not. This includes intellectual property rights, customer lists, real estate, and any other item that may be categorized as an asset. Our team of qualified solicitors can ensure that your asset purchase agreement is drafted accurately and tailored to your specific needs.

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What is an asset purchase/sale?

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.

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Asset purchase

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.

Asset sale

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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Frequently Asked Questions

Please find below some FAQs regarding asset purchases and sales.

What is a disclosure letter and why do I need one?

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.

What is due diligence and why do I need it?

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.

What are warranties and why do I need them?

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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Please submit your information and a member of the Poole Alcock team will respond to you as soon as possible. If you have a quick question, please feel free to call 0800 470 0334.

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We were recommended to use Poole Alcock and in particular, Monisha by our neighbours, who found her to be very approachable.

Throughout our relationship, from the initial meeting through to completion, the communications were always first class and easily understood. Monisha was knowledgeable in the subject we approached her with and was quickly able to conclude the documentation and business we had.

I would not hesitate to recommend Poole Alcock, and Monisha herself, if asked.

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