Buckworths advises on acquisitions, disposals, and business sales for start-ups, scale-ups, entrepreneurs, and high-growth businesses. We act for sellers, buyers, management teams, and investors across a wide range of transaction types and values.
We take the time to understand what matters to you in the transaction and make sure those issues are properly dealt with in the documentation. We bring both technical expertise and practical commercial judgment to every deal, managing the process from structure and due diligence through to completion.
Book a free consultation to discuss your transaction.
Mergers and Acquisitions (M&A) Services
FAQs
In a share sale, the buyer acquires the shares in the company and takes on all its assets and liabilities. In an asset sale, the buyer acquires specific assets of the business, leaving unwanted liabilities with the seller. Share sales are more common when acquiring an entire business. Asset sales are preferred where the buyer wants to select specific assets or avoid inheriting unknown liabilities.
Due diligence is the investigation a buyer carries out before completing a transaction. Legal due diligence covers contracts, IP ownership, employment, property, litigation, regulatory compliance, and corporate structure. We manage the legal due diligence process for both buyers and sellers and make sure any issues identified are properly addressed in the transaction documents.
A straightforward transaction can complete in six to eight weeks. More complex deals involving multiple shareholders, significant due diligence findings, or regulatory approvals can take three to six months or longer. We give you a realistic timeline at the outset and work to keep things on track.
An earn-out is a mechanism where part of the purchase price is deferred and paid based on the future financial performance of the business, typically over one to three years post-completion. Earn-outs are used where the buyer and seller cannot agree on valuation, or where business value depends on the founders remaining involved. The terms need careful drafting to avoid disputes down the line.
Warranties are contractual promises about the state of the business at completion, typically covering accounts, assets, IP, employees, contracts, litigation, tax, and regulatory compliance. Breaching a warranty can result in a damages claim by the buyer. We advise sellers on the scope of warranties requested and negotiate to limit exposure through the disclosure process.