Such activities require prompt and effective action and advice which bto can provide. We advise on all areas which need detailed attention when acquiring a company or business, covering property, finance, employees and intellectual property aspects.
You can draw on our experience when dealing with the due diligence stage of an acquisition, which forms the very foundation of the deal. And we won’t forget to consider with you the post-deal stages as well.
Acquisition - the basics
There are 2 ways to buy a business:
- Buy the shares of the Company that owns the business. In this instance the Company’s assets, liabilities and obligations are all acquired.
- Buy the assets of the business. If you buy the assets, only the assets which are identified clearly are acquired.
We can advise on the commercial considerations that must be remembered when structuring an acquisition. In addition, there are differing tax consequences depending on how the deal is structured and it is essential that advice be sought.
Step 1 - Heads of Terms
These set out in principle the key terms of the acquisition before the due diligence process begins. Heads of Terms are not usually legally binding on the parties, but may contain individually binding provisions, such as confidentiality and exclusivity clauses.
Step 2 – Due Diligence
This is the information gathering process. The purpose of this exercise is to build a complete picture of the business you are buying.
Step 3 – Documentation
- Asset Purchase Agreement
- Share Purchase Agreement
- Disclosure Letter