Buy a business

Acquire a business with the right structure, thorough due diligence, and documentation that protects you.

Acquiring 100% of a business requires you to navigate due diligence, negotiate the terms of acquisition, and document the transaction in a way that protects you against undisclosed liabilities and the representations made by the seller.

Buyers who move too quickly to close a deal, or who rely on the seller’s lawyers to produce documentation that adequately reflects the agreed terms, regularly find themselves in a worse position than they anticipated. We act for business buyers to ensure the process is thorough, the structure is right, and the documentation protects their investment.

What is involved in buying 100% of a business?

Acquiring a business in its entirety involves either purchasing the underlying assets of the business (an asset sale) or purchasing the shares in the company that operates the business (a share sale). In an asset sale, the buyer acquires specific assets and assumes only the liabilities they agree to take on. In a share sale, the buyer acquires the company as a going concern, including its history, contractual obligations, employment relationships, and any liabilities that exist at completion. Each structure has different legal, tax, and practical implications, and the choice between them should be made in light of the specific circumstances of the transaction. Following the choice of structure, the transaction proceeds through due diligence, negotiation of the sale agreement, and settlement.

Should I buy the assets or the shares of the business?

Whether to buy assets or shares depends on the nature of the business and your commercial and tax objectives. An asset purchase gives you a clean start: you acquire the assets you want and leave behind liabilities you do not want to assume. A share purchase is simpler for businesses that depend on contracts or licences that cannot easily be transferred to a new entity, but it means acquiring the company’s full history of obligations. Sellers often prefer a share sale for tax reasons, and buyers often prefer an asset purchase for liability reasons. The best structure depends on the specific transaction, and advice should be sought before any heads of agreement are executed.

What should due diligence cover when buying a business?

Due diligence for a business acquisition should cover the financial statements and tax position, all material contracts including supplier and customer agreements, employment and contractor arrangements, intellectual property ownership and licensing, regulatory licences and compliance, pending or threatened litigation, and property leases or titles. For a share acquisition, you should also investigate the company’s corporate history, any related party transactions, and the accuracy of the seller’s representations about the business. The depth of due diligence required depends on the complexity of the business and the size of the acquisition.

What warranties should I ask the seller to give?

Warranties in a business acquisition agreement are representations by the seller about the condition of the business. A buyer should seek broad warranty coverage and an appropriate warranty period after settlement. Common warranties cover: the accuracy of financial statements, tax compliance, the status of material contracts, employment obligations, intellectual property ownership, and the absence of undisclosed litigation or liabilities. The seller will negotiate to narrow or qualify the warranties, and the final scope is a critical issue that directly affects your protection if something turns out to be wrong after completion.

How do I protect myself against undisclosed liabilities after settlement?

Your primary protection against undisclosed liabilities is the warranty and indemnity regime in the sale agreement. A well-drafted warranty schedule, a reasonable warranty period, and appropriate financial limits on claims all affect how protected you are after completion. In larger transactions, warranty and indemnity insurance can supplement the protections available from the seller directly. You should also ensure that the seller’s disclosure against the warranties is carefully reviewed during due diligence, as disclosed matters are typically excluded from warranty claims. We advise buyers on how to construct the warranty package and the disclosure process so that protection is as strong as possible.

Structure advice before you commit.

Due diligence that finds what the seller did not volunteer.

Documentation that protects you after settlement.

The structure and terms you agree to at the outset determine how well you are protected after settlement.

Business acquisitions are complex and time-pressured transactions. Buyers who move without proper advice routinely accept terms they later regret. Getting the structure and documentation right from the start is far cheaper than the alternative.

You are buying a business: and with it, everything that has happened inside it.

You have found the right business at a price that works. The seller is motivated and you want to move quickly. But you have not yet investigated what liabilities you are taking on, whether the key contracts will survive a change of ownership, or whether the representations the seller is making will hold up under scrutiny. The pressure to close the deal quickly is working against the thorough process that will protect you after settlement.

We will advise on the appropriate acquisition structure for your commercial and tax objectives.
We will conduct legal due diligence and identify issues that affect value or create risk.
We will prepare or review the business sale agreement and negotiate warranty and indemnity protections.
We will manage the acquisition process through to settlement.

You have found the right business and you want to acquire it on terms that protect you.

You have identified the business you want to buy, agreed in principle on price, and you are ready to move into the formal acquisition process.

The seller wants to close quickly, and you are aware that moving too slowly risks losing the deal. But you also know that what the seller is telling you about the business needs to be tested, the documents need to be carefully reviewed, and the sale agreement needs to give you protection if something turns out to be wrong after you take ownership. You need advisers who can move at pace without cutting corners.

What's included in your business acquisition service

Acquisition structure advice (asset purchase vs. share purchase).
Heads of agreement review and negotiation.
Legal due diligence on the target business.
Business sale agreement preparation or review and negotiation.
Warranty and indemnity advice and negotiation.
Settlement management.

What happens when business buyers skip due diligence or accept weak warranties?

Business buyers who rush due diligence or accept warranty packages that are too narrow regularly discover problems after settlement that they have limited ability to remedy. Undiscovered problems create significant post-settlement costs that the buyer did not anticipate when agreeing to the purchase price. Buyers who accepted a short warranty period, or a low financial cap on claims, may find that their practical recourse against the seller is limited even where the warranty was clearly breached.

These problems compound: the buyer is running a business they may not fully understand, managing relationships with staff and customers they inherited, and simultaneously trying to pursue claims against a seller who has little incentive to cooperate. The total cost of these problems routinely exceeds what proper legal advice at the outset would have cost.

Here is how we give you the protection you need to acquire with confidence.

We start by advising on the structure of the acquisition and reviewing any heads of agreement to ensure the key commercial terms are preserved before they become binding. We then conduct thorough legal due diligence to identify the issues that matter most.

We prepare or review a purchase agreement that gives you broad warranty coverage, a fair warranty period, and adequate financial limits on claims. We manage the settlement process so that all conditions are properly satisfied before you commit to paying the purchase price.

Buyers who engage us consistently tell us that the due diligence process identified issues they would not otherwise have found, and that the warranty protections we negotiated gave them the certainty they needed to proceed.

Three steps to a well-protected business acquisition.

Structure set, diligence done, terms negotiated to protect you.

Structure and prepare.

We advise on the right acquisition structure and review any heads of agreement before you commit to the key commercial terms of the transaction.

Investigate and negotiate.

We conduct legal due diligence to identify risk, then prepare or review the purchase agreement with warranty and indemnity protections that reflect what the investigation found.

Settle with certainty.

We manage all settlement steps to ensure conditions are satisfied, and you take ownership knowing exactly what you have acquired and what protects you if it turns out to be different from what you were told.

Business acquisition lawyers who act for buyers across a wide range of industries and transaction sizes.

Acquiring a business is almost never as straightforward as the commercial terms suggest at first discussion.

Our lawyers have acted for business buyers across a broad range of transactions. We know the due diligence issues that matter most in different types of businesses, the warranty provisions that sellers will try to narrow, and the structural choices that are easiest to overlook when deadline pressure is building. Our goal is to make sure that what you acquire is what you expected.

We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

Ready to acquire your business with proper protection in place?

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