Buying or Selling a Business

Embarking on a business venture can be a daunting task and getting the right guidance is essential.  At TWM Solicitors, our business and commercial law solicitors have extensive experience in mergers and acquisitions, and our knowledge of the marketplace means we can take a pragmatic and measured approach to our work. Our clients repeatedly commend us for our teamwork and our ‘no nonsense’ attitude to getting the job done, regardless of the value of the transaction.

Our business law solicitors have extensive experience in acting and advising on the sale and purchase of businesses in a variety of sectors and in negotiating the obstacles that may arise. Our flexibility means we can be available to help at all stages in the process, including initial negotiations, drafting and disclosure as well as addressing any regulatory or financial issues. Most importantly, we never lose sight of the bigger picture, meaning costs are minimised while ensuring that risks are responsibly managed.

Two options most commonly present themselves: a transfer of the shares in a company which owns the business or a transfer of the business itself.

A transfer of shares is conceptually straightforward. A business sale is not quite so obvious – it is a shorthand expression covering anything from the sale of the whole of the assets and undertaking of the seller (which could be a company, partnership or sole trader) to the sale of just a few assets which are assumed to be capable of being operated as a separate business. One of these assets would generally be the goodwill attaching to the business, for without this the transaction would constitute merely the transfer of assets rather than the transfer of a business.

Key points include:

• Whether the transaction is to be a transfer of shares or the transfer of a business
• Understanding the share transfer process or the business transfer process that is in each case commonly gone through before the transfer agreement is produced.

For more information on our corporate and commercial law services, please contact David Powell, Partner and Head of Business Law.