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Buying and Selling

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Submitted By arellanojess
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A Guide to Buying and Selling a Business

Contents


Introduction



So where do I begin the process?



Shares or Assets?



How much is my business worth?



Deal structure



When do I have to pay?



Where is the money coming from?



Management Buy Outs and Management Buy Ins



Do I need Heads of Agreement (“Heads”)?

 Take a good look at the target
 Share Purchase – The Legal Paperwork
 Asset Purchase – The Legal Paperwork
 Buying from an Administrator or Liquidator
 Completion
 Legal Costs

1.

Introduction

What follows is a brief overview of a complex legal area in which many traps and pitfalls await those unprepared.
This guide outlines the main considerations that apply in buying or selling a business with practical advice based upon our own experiences of buying and selling numerous businesses for our clients over the years.
There is no substitute for early, fast, pragmatic legal and other professional advice to guide you through the transaction whilst allowing you to remain focussed on the key management and operational decisions affecting the business.
In our experience, every deal is unique.
Steeles Law, Corporate and Commercial team



Service, response times and business acumen are without fault
Legal 500



2.

So Where Do I Begin The Process?

Proper legal advice is essential early in any major transaction for two key reasons: 1. to ensure certainty – are you clear exactly what it is you are buying or selling? Does the agreement reflect that? Don’t get
“caught out”.
2.
to protect your investment, or the proceeds of your sale, against unexpected liabilities.
Why am I buying?
You must be certain that you have carried out market research and analysed carefully why you wish to make the acquisition and whether it will
add

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