We have a network of sector specific advisors that we work with to help our clients find a suitable buyer (or target where required) and determine the appropriate current-market valuation. We provide hands on advice and expertise to guide our clients through the entire process. Our aim is to maximise the value our clients generate from the transaction and protect them from matters post-completion. We are the trusted corporate advisor for many businesses and companies across the UK and internationally.

Whilst no transaction is the same, most share deals will include the following stages:

  • Heads of Terms - also known as letters of intent, this document sets out the key deal terms of the proposed acquisition at the very outset of the process. Heads of Terms are not usually legally binding, but carry moral weight, focus the parties’ minds, evidence intent and inform the drafting of the other transaction documents.
  • Due Diligence – the buyer’s lawyers will prepare a due diligence questionnaire to gather legal, commercial and financial information about the target to identify any risks which need to be considered or addressed in the transaction documentation.
  • Share Purchase Agreement - this is the principal transaction document which is usually heavily negotiated and will document the acquisition, set out transaction conditions, allocate transaction risk (warranties and indemnities) and aim to protect the buyer against post-completion competition from the seller.
  • Disclosure Letter - this is a letter from the seller to the buyer which sets out any disclosures against the warranties contained in the share purchase agreement and therefore protects the seller against warranty claims. If the buyer decides to proceed, the disclosure letter effectively removes their rights under the warranties in respect of any issues that have been fairly disclosed in the disclosure letter.
  • Completion – this will involve signing the transaction documents and completing the transfer of the target shares to the buyer. Several ancillary corporate documentation will need to be prepared and third-party consents or approvals are often required before the deal can be finalised.
  • Post-Completion formalities – there will be a number of actions required following completion, including announcement of the deal, submitting documents for stamping at HMRC, change of control notifications and Companies House filings. 

For advice around buying or selling a business contact, get in touch with the Corporate and Commercial Services team at St James' Square.

Our team can be contacted on 0191 466 1000.