Mergers and Acquisitions
Our mergers and acquisitions legal team are experienced commercially focussed specialists in all aspects of buying and selling businesses.
Mergers and Acquisitions
On-point commercial legal advice built around your mergers and acquisitions goals
Our extensive experience includes advising on the following:
- Confidentiality agreements
- Heads of terms and letters of intent
- Information requests and due diligence reports
- Data room set-up
- Share and asset purchase agreements
- Purchase price adjustments
- Disclosure letters
- Tax covenants
- Transitional services agreements
- Service contracts
- Warranty and indemnity insurance
- Shareholder agreements
- Articles of association
- Shareholder and third-party loan agreements
- Option agreements and share schemes
We also regularly advise on transactions which involve private equity, venture capital, insolvency, restructuring and management representation.
As well as being a leading transactional practice in the south-east of England, we have advised on transactions throughout the UK. To find out how we can help you to achieve your transaction-related goals, please speak to a member of our expert team located at our offices in Hertfordshire and Bedfordshire.
“Taylor Walton are recognised not only among the top 200 law firms and lawyers in England and Wales, but also as the firm that provides the best service in the Hertfordshire and Bedfordshire areas”‘The Times’ in cooperation with ‘Statista’
WHAT OUR CLIENTS SAY
Taylor Walton covers all areas of the legal world that you require, along with plenty you don’t foresee! Taylor Walton are a great team who not only provide a highly professional service, but are also very real. Very easy to bond with and develop strong working relationships – Legal 500 2024
Simon Hughes made the life-changing process of selling my company smooth and relatively painless. He communicated quickly in a way that put me at ease, and was always courteous to the buyers, even during times of negotiation and frustration. I can’t thank him enough for his support.
I’ve always found Taylor Walton to offer the highest level of professional legal advice, support and guidance. Additionally they have great customer experience and are a very enjoyable to work with.
Very approachable team who always seem to have time to discuss issues that feel huge, finding the best possible resolution for any and all issues – Legal 500 2024
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Frequently asked questions
What should I consider before buying a business?
Before buying a business, take advice from lawyers on the preparation of a non-binding Heads of Agreement (or Term Sheet) to communicate the terms of your offer and to commence the negotiation process without incurring contractual liability. The Heads of Agreement will address such matters as price, timetable, whether there should be an earn-out, financing, allocation of liabilities between buyer and seller, conditionality and staff continuity.
What are the steps involved in selling a business?
The steps involved in selling a business include preparing the business for sale, determining the asking price, finding potential buyers, negotiating the terms of the sale, and completing the necessary legal and financial documentation. The key is to run a smooth process and to identify any problem areas ahead of time; these might include: unresolved disputes, unwritten trading terms, non-compliant employment contracts, property title issues, poor statutory book-keeping, off-market accounting practices, whether you plan to continue in the business after completion (e.g. by way of an earn out). Your lawyers can assist in identifying and rectifying these issues.
What legal and financial considerations should I be aware of when buying or selling a business?
It is important to communicate the terms of an offer clearly. These will relate to price, timetable, whether there should be an earn-out, financing, allocation of liabilities between buyer and seller, conditionality and staff continuity. Consider what the sources and costs are for financing the acquisition and, as a seller, how reliable the buyer’s financial position is.
What is a shareholders agreement?
A shareholders agreement is an agreement between two or more shareholders in a company in which they agree to regulate certain business matters in a particular way.
What are the typical shareholder veto rights?
Certain decisions of the company may require the positive approval of shareholders holding a certain percentage of the company’s shares to ensure that a sufficient number of the key shareholders have to be consulted in relation to the decision. Typical decisions might include: proposals for additional equity or debt financing, charging the company’s assets, hiring advisers or senior staff, changing the constitution or rights attaching to shares, new share issues, selling the company’s assets, foreign expansion, acquiring other businesses or ceasing business.
How do I determine the value of a business?
The value of a business can be determined by analysing its financial statements, assets, liabilities, and cash flow. It’s important to also consider factors such as market trends and the current economic climate. Typical methodologies include discounted cash flows, predicted rates of return on capital invested, and comparative EBITDA multiples in similar businesses.
How do I attract potential buyers for my business?
To attract potential buyers for your business, consider marketing the business through online listings, business brokers, and industry associations. Ensure that the financials and other relevant information about the business are readily available and present the business in a positive light. However, be sure to protect the confidentiality of your business information and of the proposed sale by asking your lawyers to prepare a non-disclosure agreement.
What is an earn-out?
An earn out is a method of structuring the purchase price for an acquisition where the sellers will remain involved in the business after completion of the sale to try to ensure that future sales forecasts are met. Typically, a significant part of the purchase price is paid at Completion with one or more additional tranches being paid after the conclusion of post-completion trading periods and contingently on financial targets for those periods being met.
What sort of matters are typically addressed in a shareholders agreement?
Shareholders agreements typically deal with the following matters: board composition and voting, shareholder veto rights, restrictions on share transfers, confidentiality, restrictions on competing with the company, obligations regarding future funding and other matters.
What are the typical restrictions on share transfers?
Typical restrictions might include the following: a prohibition on all transfers for a period of time; pre-emption rights for other shareholders if a shareholder wishes to sell shares; exemptions from pre-emption for transfers to family members (usually for tax planning purposes); compulsory transfer provisions where a key employee leaves the business; drag along rights for a majority of shareholders to require the minority to agree to a sale; tag along rights where minority shareholders can require to be included in a proposed sale by the majority.
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