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A share purchase can be a complex process, but ultimately it is a way for one company to acquire another company in its entirety. Unlike with an asset purchase, where a buyer can pick and choose which assets to acquire, with a share purchase the buyer is taking on the entire company, including any liabilities, suppliers, and employees. As solicitors, we understand the nuances of this process and can help guide clients through each step, ensuring a successful transaction that benefits all parties involved. Our professional expertise in this area ensures that clients can confidently navigate the intricacies of a share purchase transaction.
A share purchase is a form of business acquisition where all of the shares in a company are purchased. This means that the whole company will be acquired, including all of its employees, assets, suppliers and liabilities etc, and the buyer will not be able to “cherry pick” what they wish to acquire from the company, as they may with an asset purchase.
There are also other forms of share purchases, such as where a company decided to buy back its shares from a shareholder then cancel those shares.
Acquisition of another company is an effective way to grow your business, but you need to know exactly what you are buying before committing to the purchase. If you are buying a business as a going concern, you will want to understand the customer base and secure the future sales pipeline. We are experts at probing that detail and carrying out due diligence investigations. We will work with your accountant to give you a clear understanding of the value and financial state of the business and its assets. We can assist in drafting and negotiating heads of terms and subsequently, we can draft a carefully worded share purchase agreement that protects your investment. We will then negotiate the terms of such agreement with the sellers representative, prepare and negotiate all ancillary documents required to effect the transaction, review and advise you on any disclosure letter produced by the seller and complete the transaction, together with the relevant filings at Companies House.
Where you are looking to sell your company, negotiating the best price is all about the detail and preparing well in advance. It is never too early to speak to our corporate and company lawyers about how to prepare your business for sale. This can include getting your commercial and employment contracts up-to-date, restructuring share ownership or the commercial property portfolio and looking ahead for the tax planning implications after the sale has been completed.
In the event that you find a prospective buyer, we can assist in drafting and negotiating the heads of terms, advising and negotiating on the terms of the share purchase agreement, organising and preparing replies to due diligence (as produced by the buyer), drafting the disclosure letter (if necessary) and negotiating the ancillary documents required to effect the transaction.
In the event that a company is seeking to buy back shares from a shareholder, we can assist in drafting the relevant agreement, which we will provide to you with a report on its practical implications. We will then draft all necessary documents required to effect the transaction, assist in completing the documents and complete the relevant filings at Companies House.
Our business services department work closely meaning that whilst our expert corporate lawyers are guiding you though the negotiating process to ensure that you get the best deal, our employment law team will advise you on the implications of taking on existing staff and our specialist commercial property lawyers will help you to negotiate favourable terms on the acquisition of any property.
Deputy Managing Partner
Please find below some FAQs regarding Share Purchases & Sales
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.
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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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.
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In the majority of cases, when purchasing shares, stamp duty is payable