Business Purchase & Sale

At Fresco Law, we provide comprehensive legal support for business sale and purchase transactions. Whether you’re buying or selling a business, our experienced commercial lawyers are here to guide you through every step of the process.

Key Points To Know

1. In a share sale, the transaction involves the transfer of shares or ownership interests in the company itself. This means the buyer acquires the entire company, including its assets, liabilities, contracts, and obligations. This is distinct from a business sale, where specific assets of the business are purchased, rather than the entire company. This can include tangible assets like equipment and inventory, as well as intangible assets like intellectual property and customer lists.
2. When buying or selling a franchise, additional legal considerations come into play. Unlike a typical business sale, franchise transfers are usually subject to the franchisor’s approval and must comply with the terms of the franchise agreement. The franchisor will evaluate the prospective buyer to ensure they meet the necessary criteria and are a good fit for the franchise system.
3. A key part in the inquiry stage is ‘due diligence’, being a comprehensive process that allows buyers to investigate and analyse important aspects of the target. This includes examining financial records and performance, operations, legal documents, existing contracts, and potential liabilities. For sellers, due diligence involves preparing and organizing all necessary information to facilitate a smooth transaction. This process helps identify potential risks, uncover hidden issues, and ensure that both parties are fully informed before proceeding with the deal.
4. Various forms of agreements enable, document and effect the transaction. For example, a non-disclosure agreement can set up the confidentiality controls to enable discussions between the parties. In contrast, the sale agreement details the terms and conditions of the sale and purchase, including the price, payment terms, and any contingencies. Clear and comprehensive contracts help a smooth transaction and prevent disputes.
5. For buyers, integrating the new business into existing operations requires careful planning and execution. This may involve aligning business processes, integrating teams, and managing customer relationships. For sellers, facilitating a smooth transition for the new owner is important for maintaining business continuity and protecting the value of the business. Legal professionals can assist with drafting transition plans and addressing any post-transaction issues that may arise.

How We Can Help

Having strong legal support is important to ensuring your transaction is seamless and secure. Our services for a business purchase or sale include assisting with:

• Due Diligence: Conducting thorough investigations to identify potential risks and ensure informed decision-making.
• Contract Drafting and Review: Preparing and reviewing sale and purchase agreements to protect your interests.
• Negotiations: Assisting in negotiations to secure favorable terms for our clients.
• Regulatory Compliance: Ensuring all aspects of the transaction comply with relevant laws and regulations.
• Post-Sale Integration: Providing support for the smooth transition and integration of business operations.