A green notebook and pen on a walnut boardroom table, the Gherkin beyond the window

Transaction work

Business Sale & Purchase Legal Services for Business Owners

Buying or selling a business is one of the most significant legal transactions an owner can undertake.

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Fixed fees agreed first
Direct access to the lawyer
Non-reserved legal services

01 / Why it matters

What the legal work actually covers

The legal work covers far more than the final purchase agreement. It can affect the price, the risks you retain, the obligations you take on and what happens after completion.

Adroit Legal provides legal support for business sales and purchases, including acquisitions, disposals, management buy-outs, co-founder exits and pre-sale preparation. We can assist from heads of terms and due diligence through negotiation, completion and post-completion matters.

For transaction work, we scope the project properly and agree a capped fee before we start.

Capped project fees
Business sale and purchase advice
Legal and tax coordination

02 / The legal work

Buying or selling a business requires more than a purchase agreement

What a transaction can expose

A contract may contain a restriction on assignment. An employee arrangement may not have been documented correctly. Intellectual property may belong to a founder rather than the company. A shareholder arrangement may not reflect the current ownership. A regulatory issue may need attention before completion.

These matters can become negotiation points once a buyer starts due diligence.

Our role is to identify those issues, explain their commercial significance and help you deal with them as part of the transaction.

What is at stake on each side

For a seller, they can affect the price, the terms of the deal or the level of protection the buyer asks for after completion.

For a buyer, they can affect the liabilities being assumed and the protections needed in the transaction documents.

03 / Buying a business

Legal advice for buying a business

Buying a business involves understanding exactly what you are acquiring and the risks attached to it. We advise buyers across the legal stages of an acquisition, from the initial commercial terms through to completion.

Stage one

Heads of terms and exclusivity

We review and advise on the proposed commercial terms before significant legal costs build up.

This can include the proposed price, transaction structure, exclusivity arrangements, timetable and other terms that will shape the transaction.

Getting the key points understood early can reduce unnecessary negotiation later.

Stage two

Legal due diligence

Due diligence gives a buyer the opportunity to investigate the legal position of the business before committing to the transaction.

Depending on the business, this can include reviewing:

Corporate records and ownership
Material customer and supplier contracts
Employment arrangements
Intellectual property
Property interests
Existing disputes and claims
Regulatory and compliance matters
Financing and security arrangements
Restrictions affecting the business or its assets

The purpose is not to create a large checklist for its own sake. It is to identify issues that could affect the value, operation or risk profile of the business.

Structure

Share purchase and asset purchase agreements

The legal structure of the acquisition affects what the buyer receives and what liabilities may remain with the seller.

A share purchase involves acquiring shares in the company. The company continues to own its assets and remains responsible for its existing liabilities.

An asset purchase involves acquiring specified assets or parts of the business. The transaction documents need to identify what is being transferred and deal with the liabilities and obligations associated with the assets and business being acquired.

The appropriate structure depends on the commercial objectives, the business and the legal and tax position.

Protection

Warranties and indemnities

Buyers commonly seek contractual protection against specific risks identified during the transaction.

Warranties provide contractual statements about the business and its affairs. Indemnities can provide specific protection against identified liabilities or losses.

We advise on the scope and negotiation of these provisions as part of the wider transaction rather than treating them as standard wording to be accepted without review.

Completion

We coordinate the legal steps required to complete the transaction, including signing, corporate approvals, delivery of completion documents and other agreed completion requirements.

Post-completion obligations can also include Companies House filings, statutory book updates and other steps arising from the transaction.

04 / Selling a business

Legal advice for selling a business

Selling a business involves protecting the value you have built while dealing with the legal requirements of the transaction. The earlier legal issues are identified, the more time you have to address them before a buyer begins detailed due diligence.

Before market

Pre-sale legal review

A pre-sale review looks at the legal areas a buyer is likely to examine before you go to market.

The objective is to identify issues that could become negotiation points later. Resolving a problem before a buyer discovers it can give you more control over the discussion and reduce pressure during the transaction.

Discuss a pre-sale legal review →

Preparation

Preparing for due diligence

A buyer's legal advisers will usually request information and documents covering the business and its operations.

We can help identify the information that needs to be prepared and the legal issues that may require attention before disclosure.

A properly organised process can make the transaction easier to manage and reduce avoidable delays.

Negotiation

Negotiating the sale

We advise on the legal terms of the transaction and negotiate on your behalf. This can include:

The aim is to reach an agreement that reflects the commercial deal while managing the legal risks that remain after completion.

After completion

Protecting against post-completion exposure

Selling a business does not always mean that every legal risk ends on completion.

A buyer may seek warranties, indemnities, deferred consideration or an earn-out. The sale agreement can also contain restrictions and obligations that continue after completion.

We review these provisions carefully so you understand the obligations you are accepting before signing.

05 / Transaction types

Business acquisitions, disposals and management buy-outs

Our business sale and purchase service can cover different transaction structures and ownership situations.

Acquiring a competitor

A competitor acquisition can involve additional questions around contracts, employees, intellectual property, customers and the practical integration of the acquired business.

Buying out a co-founder

A co-founder exit needs careful consideration of the existing ownership arrangements, the transfer of shares and any obligations that continue after the departing shareholder leaves.

Management buy-outs

A management buy-out can involve several layers of legal documentation and coordination between the existing owners, management team, lenders and other parties.

Selling a family business

A family business sale can involve additional considerations around ownership, shareholder arrangements and the transition of responsibilities.

Overseas buyers acquiring UK businesses

We can act for overseas companies and investors acquiring UK businesses or establishing UK operations.

The legal work can include the acquisition itself together with relevant UK employment, regulatory and Companies House requirements. Where tax structuring is relevant, we can coordinate with Adroit Accountax.

A transaction can expose problems that were easy to overlook while the business was operating normally.

06 / Pre-sale legal review

Fix problems before they become transaction issues

Many legal problems are easier to address before a business is on the market. A pre-sale legal review can identify issues in contracts, corporate records, employment documentation, intellectual property and other areas that a buyer may investigate during due diligence.

For example, a missing contract, unclear ownership record or restriction on assignment may be manageable when identified early.

The same issue can become a negotiation point once a buyer has committed time and money to the transaction.

A pre-sale review gives you an opportunity to address those matters before the buyer’s advisers are asking the questions.

Discuss a pre-sale review →

Depending on the business, this can include:

Customer and supplier contracts
Employment documentation
Share ownership and corporate records
Intellectual property ownership
Property arrangements
Existing disputes
Regulatory requirements
Data protection arrangements
Material contractual restrictions

Three green ribbons interlocking into a triangle on a near-black ground — We establish the likely transaction stages at the beginning so you know what needs to happen and what information is required.

07 / Our business sale and purchase process

Five stages from heads of terms to completion

01Heads of termsWe review the proposed commercial terms, exclusivity arrangements and transaction structure before the detailed legal work begins.

02Due diligenceThe relevant corporate records, contracts, employment arrangements, intellectual property, property matters, disputes and regulatory issues are reviewed and assessed.

03NegotiationWe negotiate the purchase agreement, warranties, indemnities, disclosure and other transaction terms on your side.

04CompletionWe manage the legal steps required for signing and completion, including corporate approvals, funds flow and completion documentation.

05Post-completionWe deal with agreed post-completion requirements, which can include Companies House filings, statutory books, TUPE steps and earn-out arrangements.

08 / Legal and tax advice for business transactions

Deal structure can have tax consequences

The two are connected

The legal structure of a transaction and the tax position can be closely connected.

Where it bites

The form of consideration, ownership structure, shareholding and timing of an exit can all have tax implications.

Working together

Adroit Legal works alongside Adroit Accountax where a transaction requires both legal and tax input. This gives you the opportunity to consider the legal structure and tax position together before key decisions are finalised.

Discuss combined legal and tax advice →

09 / Capped project fees for transaction work

Know the fee before the work starts

Business sale and purchase transactions can vary significantly in size and complexity, so transaction work does not fit a single fixed fee. We scope the transaction and agree a capped project fee before work begins.

Free scoping call

A 20-minute conversation to understand the transaction, its likely shape and the realistic timetable.

What it costs

No charge and no obligation.

Book a free 20-minute call

Written scope and cap

Following the call, we set out in writing what is included, what is excluded and the capped fee for the work.

Before we begin

You approve it before we begin.

Discuss your transaction

Pre-sale review

A pre-sale legal review is available as a standalone fixed-fee service before you go to market.

Standalone

It can also be considered separately from any later transaction instruction.

See what it covers

10 / Why act early

Why address the legal work before going to market?

Selling a business can create pressure on an owner to resolve several issues at once.

What tends to surface at once

Contracts need to be located. Corporate records need to be checked. Employee documentation may need updating. Intellectual property ownership may need clarification. Shareholder arrangements may need to be reviewed.

More time, more options

Finding these issues before a buyer is involved gives you more time to decide how to deal with them.

It can also help you enter negotiations with a clearer understanding of the legal position of the business.

For owners considering a sale in the future, a pre-sale review can therefore be useful long before heads of terms are signed.

11 / FAQ

Common questions about buying and selling a business

What is the difference between a share sale and an asset sale?

In a share sale, the buyer acquires shares in the company and the company continues to own its assets and remain responsible for its liabilities.

In an asset sale, the buyer acquires specified assets or parts of the business. The transaction documents define what is transferred and deal with the relevant liabilities and obligations.

The right structure depends on the commercial objectives, the business and the legal and tax position.

How long does a business sale usually take?

For a straightforward owner-managed business, three to six months from heads of terms to completion is typical.

The timetable can change significantly depending on the complexity of the transaction and the issues identified during due diligence.

Common sources of delay include incomplete corporate records, contracts requiring third-party consent, unclear intellectual property ownership and property matters. Preparing these areas before the transaction can help reduce avoidable delays.

What does legal due diligence involve?

Legal due diligence involves reviewing the legal affairs of the business being acquired.

The scope depends on the transaction, but it can include contracts, corporate records, employment arrangements, intellectual property, property interests, litigation, regulatory matters and other material liabilities.

The findings can affect the transaction structure, purchase price, warranties, indemnities or other protections.

I am not selling yet. Can I still speak to you?

Yes. A business does not need to be formally on the market before you start preparing.

A pre-sale legal review can identify issues that may take time to resolve. Addressing them earlier can give you more control once a buyer becomes involved.

Can you act for an overseas buyer acquiring a UK business?

Yes. We can act for overseas companies and investors acquiring UK businesses or establishing UK operations.

The work can include the acquisition transaction together with relevant UK employment, regulatory and Companies House matters.

Where tax structuring is relevant, Adroit Accountax can advise alongside Adroit Legal.

Do you act for both buyers and sellers?

Yes. We advise both buyers and sellers on business acquisitions and disposals.

We act for each client independently and advise on their own transaction objectives and legal position.

Can you help before heads of terms are signed?

Yes. Early legal input can be useful when reviewing the proposed structure, heads of terms and exclusivity arrangements.

It gives you an opportunity to identify important legal issues before the transaction moves into detailed due diligence and documentation.

12 / Contact

Buying or selling a business?

The earlier you understand the legal position, the more options you have for dealing with it. If you are considering an acquisition, preparing to sell, negotiating heads of terms or already working through due diligence, we can discuss the transaction and explain what legal support may be required.

The initial conversation is free and there is no obligation to proceed.

Book a free 20-minute call →

+44 07580 060703

Related legal services

Shareholders' Agreements

Advice on control, deadlock, share transfers and shareholder exits. From £1,250 + VAT

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Commercial Contracts

Drafting, review and negotiation of the commercial agreements that form part of your business operations and transactions. Review from £250 + VAT

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Employment Contracts

Employment documentation and advice on employment matters that can arise during a transaction. From £400 + VAT

Explore employment contracts →

Combined Legal & Tax Advice

Legal and tax considerations reviewed together for transactions involving structure, consideration and shareholder position.

Explore legal and tax advice →

Adroit Legal Solutions Limited is not a firm of solicitors and is not regulated by the Solicitors Regulation Authority. Non-reserved legal services only. Read our regulatory information.

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