Our Service

Before entering into any commercial arrangements such as business formations, mergers & acquisitions, financing arrangements or shareholder agreements it is important that you find a solicitor with expertise in Corporate and Commercial work...
Saunders Roberts have specialists in Business and Corporate sales to help guide you through the buying and selling processes.

Buying

Due Diligence
If you are buying it's important to establish that the business you are buying is worth the money you have agreed to pay the Seller. If the target business has problems in any area or there are factors which may affect its future profits you need to identify these before you buy - this process is known as Due Diligence. The aim of the due diligence process is also to establish that the Seller can give you good title to what you are buying.

The scope of the due diligence exercise will depend on whether you are buying the Seller's shares in a target company with business assets or you are just buying the business assets themselves i.e. is the transaction a share purchase or an asset purchase? We can advise you on which form would suit your requirements best.

We can advise on Shareholders and Share Option Agreements.

Selling

If you are selling, we can advise in regard to structuring the deal whether a share or asset sale and in either event the sale will usually comprise the following preliminary stages:

1) A Lock-out or Exclusivity Agreement - the Seller may be willing to negotiate exclusively with the buyer for a period of time so the buyer can carry out due diligence, take professional advice and negotiate the terms of sale with the Seller without the worry that the Seller will, during that period, negotiate with other interested parties.

2) A Confidentiality Agreement - the Seller may be reluctant to give the Buyer access to confidential information, such as customer lists and technical know-how without the buyer agreeing not to use the information received.

Please contact:
Patrick Boyd Partner