Business & Corporate Law

We help take the emotion out of what can be an incredibly stressful situation. Typically, the management team is employed by the seller and this can lead to tension: the seller wants a quick exit and will be reluctant to provide warranty cover to a team of people who have been working in the business for some time.

On the other hand, the management team often do not know enough about the financial and taxation sides of the business and are also trying to juggle the requirements of funders, as well as doing the day job!

So, whilst the due diligence aspect is less than on an arm’s length transaction, the satisfaction of a funder’s conditions and the balancing of them with a seller’s demands can be significantly more time-consuming. Funders often require security over personal assets, as well as assets owned by the business. At the same time, many transactions are structured so that part of the price is payable on a deferred basis; therefore the seller will also require security, to rank behind the funder, but ahead of any unsecured creditors of the business.

An emotional rollercoaster for the management team, however we are there to assist at every step of the way.

Recent transactions include:

• Acting for a seller who negotiated payment of his deferred price by the creation of preference shares in the acquiring company;
• The acquisition of a retail business on almost entirely deferred terms;

Acquiring an engineering business with Bank finance.