Selling a business through a share sale is a significant transaction with long-term legal and financial consequences. The terms you agree, the warranties you give, and the protections you secure will matter long after completion. Getting specialist legal advice early makes a real difference to the outcome. At BWS Law, our solicitors advise both buyers and sellers on all aspects of share sale transactions, from heads of terms through to completion and beyond.
At BWS Law, our work in this area covers all aspects of share sale transactions, including:
A seller’s main priority is achieving the best possible price on the most favourable terms while limiting exposure after completion. The warranties and indemnities a seller gives in a share purchase agreement can create significant ongoing liability. Accordingly, they must be negotiated carefully.
Our solicitors advise sellers from the earliest stages of the transaction, helping them prepare for sale, reviewing and negotiating heads of terms, and managing the due diligence process. We negotiate the share purchase agreement to limit warranty exposure, resist unreasonable indemnities, and make sure the seller walks away with a clean break wherever possible. We work alongside your accountants and tax advisers to make sure the legal and financial aspects of the deal are properly aligned.
Buying a company means acquiring its liabilities as well as its assets. A thorough due diligence process and a well-negotiated share purchase agreement are the buyer’s main tools for managing the risk they take on.
Our corporate law solicitors carry out thorough legal due diligence on the target company, identifying issues that need to be resolved before exchange or reflected in the price, and advising on the risk profile of the acquisition. We negotiate warranties, indemnities, and price adjustment mechanisms that give the buyer appropriate protection and make sure the agreement reflects what was presented during the sale process.
The share purchase agreement is the central document in any share sale. It records the agreed price, sets out the conditions to completion, contains the seller’s warranties and indemnities, and governs the relationship between buyer and seller after the deal closes. A poorly drafted or inadequately negotiated agreement can leave either party seriously exposed.
Our solicitors draft and negotiate share purchase agreements that are clear, thorough, and balanced. We explain the effect of key provisions in plain English and make sure our client understands what they are agreeing to at every stage.
Due diligence is the process by which a buyer investigates the business it is acquiring. For sellers, it involves organising and disclosing a significant volume of information and using the disclosure process to limit warranty liability. For buyers, it means reviewing that information carefully and identifying anything that affects value or risk.
Our solicitors manage legal due diligence efficiently, focusing attention on the areas that matter most and avoiding unnecessary delay. We prepare disclosure letters that properly protect sellers against warranty claims and advise buyers on the significance of what the due diligence reveals.
Many share sales are conditional on regulatory approvals, third-party consents, or other events occurring before the deal can complete. Managing those conditions and coordinating completion requires careful attention to detail and clear communication between all parties.
Our solicitors manage the pre-completion process, track outstanding conditions, and coordinate completion so that it proceeds without avoidable problems. We handle all completion formalities and make sure the legal transfer of ownership is properly documented.
Whether you are buying or selling a business, our solicitors are well placed to guide you through the transaction and protect your position at every stage.
We offer:
Our solicitors have advised on share sales across a wide range of sectors and transaction sizes, from owner-managed business sales to large corporate deals. We use that depth of knowledge and experience to achieve optimum outcomes for our clients.
Our corporate solicitors focus on what the documents mean for your business in practice, not just on the law behind them. We identify the risks that matter, explain them clearly, and make sure you make informed decisions at every stage.
Share sale transactions can move quickly, and delays caused by slow legal advice cost money and sometimes derail a transaction. Our solicitors are responsive, keep matters moving, and are on hand to advise when time-sensitive issues arise. Clients are never left chasing for an update or waiting for a response when the transaction demands speed.
We are transparent about fees from the outset and charge competitive rates for experienced, thorough work. We run transactions efficiently and focus our time where it adds the most value, which means clients are not paying for unnecessary activity.
If you are buying or selling a business by way of a share sale, contact us today to find out how we can help.
To find out more about how we can help, please call us on now on 01509 232611 or Click here to make an enquiry.
