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Buy a business outright

We will help you buy the business you think you are buying, and protect you if it turns out otherwise.

Everything you know about the business you are buying came from the person selling it. Some of it will be right. Due diligence is how you find out which parts, and the sale agreement is how you deal with the parts you could not check. We act for buyers on structure and due diligence. We also negotiate the warranties and indemnities that carry what you could not check back to the seller.

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Problems found before settlement

Due diligence tells you what you are buying while the price can still be renegotiated.

Risk that stays with the seller

Warranties and indemnities cover the things we could not verify from the outside.

Money to claim against

A negotiated retention means a warranty claim has a fund behind it rather than a lawsuit.

What is involved in buying 100% of a business?

You can buy a business in two ways, and they are not the same purchase. An asset purchase takes the assets and leaves the company behind, so contracts, leases and employees have to be transferred or re-signed. A share purchase takes the company itself, which keeps all of that intact and brings the liabilities with it.

Either way the transaction has three parts. Due diligence tells you what you are buying. The sale agreement records what the seller promises about it. The warranties, indemnities and any retention decide what happens when a promise turns out to be wrong. Most of a buyer’s protection is built in the second and third parts, using what the first one found.

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Should I buy the assets or the shares?

Buyers usually prefer assets, because the liabilities stay with the seller. Shares are better where the value sits in contracts, leases or licences that cannot easily be transferred. The tax outcome for both sides often decides it, so the question is worth settling early.

What should due diligence cover?

Customer and supplier contracts, leases, employment terms and accrued entitlements, intellectual property, licences, insurance, and any current or threatened litigation. For a share purchase, add the company’s tax history, its filings, and its past dealings with related parties.

What warranties should I ask the seller for?

Ask for warranties on the areas you could not verify yourself. The accounts, tax, contracts, employees and compliance are standard. Where diligence found a specific unresolved problem, ask for an indemnity instead, because an indemnity pays out without you having to prove loss.

How do I protect myself against liabilities that were never disclosed?

Three ways, used together. Buy the assets rather than the shares where that is practical. Negotiate warranties with a sensible claim period. Hold back part of the price as a retention. The retention matters most, because a warranty is only worth what the seller can still pay.

Find out what you are buying before you are committed to it

Tell us about the business and how far the negotiation has gone. We will tell you which structure suits you, and what the diligence needs to cover before you sign anything binding.

The seller's version of the business is the one you are being sold

You have agreed a price based on what you have been shown. You have not checked the contracts that generate the revenue, or the leases the business operates from. Nor whether the key staff are on enforceable terms. You also do not know what has been missed, because nobody has looked.

The pressure is to move quickly, before the seller changes their mind. The risk is that you find the problem after you own it.

We will advise on whether to buy the assets or the shares.
We will review the heads of agreement before it commits you to anything.
We will run legal due diligence and report on what affects value or risk.
We will negotiate warranties, indemnities and a retention to cover what we could not verify.
We will manage the conditions and settlement through to completion.

You have found the business you want and the seller wants it done quickly

You have identified the business, agreed a price in principle, and signed heads of agreement. The seller is friendly and the numbers look sound. There is an exclusivity period, a settlement date that suits the seller, and pressure to keep things moving. What you do not have is any independent confirmation that the business is what you have been told it is.

What's included in your business acquisition service

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Acquisition structure advice, asset purchase against share purchase.
Heads of agreement review and negotiation.
Legal due diligence on contracts, leases, employees, IP and litigation.
Sale agreement preparation or review.
Warranty, indemnity and retention negotiation.
Settlement management and post-completion steps.

What buyers find out after settlement

A buyer who rushes diligence usually discovers the same handful of things, and always too late. The major customer contract turns out to be terminable on thirty days notice. It might also carry a change of control clause that lets the customer walk when the business changes hands. The lease has two years left rather than the ten the buyer assumed. Long-serving staff have accrued entitlements nobody quantified.

Then the recovery fails too. The warranty period has expired, or the claim sits below the threshold, or the seller has distributed the proceeds and cannot pay a judgment. A buyer with a good claim and no solvent defendant ends up where a buyer with no claim ends up.

How we put the risk back where it belongs

We start by settling the structure, because an asset purchase and a share purchase leave you exposed to very different things. Then we run legal due diligence over the contracts, leases, employees, intellectual property, licences and litigation history. We tell you which findings change the price and which change the documents.

What diligence cannot answer, the agreement does. We ask for warranties covering the areas we could not verify, and specific indemnities for anything we found that is unresolved. We negotiate a retention so there is money to claim against. We also ask for completion accounts, so you are not paying for working capital that is not there. You settle knowing what you bought, with a route back to the seller if it turns out otherwise.

How an acquisition gets done

You find out what you are buying while you can still do something about it.

Pick the structure

We advise on asset purchase against share purchase, and review the heads of agreement before it binds you.

Verify before you commit

We run legal due diligence over contracts, leases, staff, IP and litigation, and tell you what it means for price.

Transfer the risk

We negotiate warranties, indemnities and a retention so the things we could not verify stay with the seller.

Buyers' lawyers who find the problems while you can still price them

Buying a business is the most exposed you will ever be to information you do not have. The seller has run it for years. You have had a few weeks and a data room. That asymmetry is the whole reason the process looks the way it does.

We have 2 Accredited Specialists in Business Law. We act for buyers on acquisitions across services, manufacturing, hospitality and professional practices. We know which diligence findings are ordinary and which ones should stop a deal. We would rather tell you not to buy something than paper over it.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Buy it knowing what it is

Send us the heads of agreement and whatever the seller has provided so far. We will tell you what the diligence has to cover and which structure suits you. Then we will build the sale agreement around what we find.

Speak to a lawyer 1300 654 590