Acquisitions & Sales
Buying or selling a business, from the first agreement to completion.
At Matt and Zen we act on the purchase and sale of businesses: the agreement, the due diligence behind it, and the mechanics of completion.
Most of what decides a transaction is settled early, in a document that is not yet binding. Terms agreed in principle are hard to reopen once everyone has moved on.
We act for buyers and for sellers, and we tell you at the outset which parts of the deal are worth spending your negotiation on.
Scope
We can assist with the following, and more.
Before the deal
- Terms sheets and heads of agreement
- Confidentiality agreements
- Deciding between a share sale and an asset sale
- Exclusivity and what it commits you to
Due diligence
- Legal due diligence on the target
- Reviewing contracts, leases and consents
- Employment obligations attached to the business
- Reporting what we find, and what it is worth
The agreement
- Sale and purchase agreements
- Warranties, indemnities and the limits on them
- Price adjustments, retentions and earn-outs
- Restraint of trade and non-solicitation
Completion and after
- Conditions and completion mechanics
- Transfer of shares, assets and contracts
- Consents required from third parties
- Obligations that continue after completion
Structure
A share sale and an asset sale are not the same purchase.
In a share sale you buy the company, and it arrives with everything it carries — including whatever due diligence did not reach.
In an asset sale you buy what is on the list. What is not on the list stays where it is, and so does much of the history.
Which suits you depends on what you are buying and what you are prepared to inherit. It moves the price, the warranties and the tax position, so it is settled early rather than late.
Questions
Frequently asked questions.
When should we bring a lawyer in?
Before the terms sheet, if you can. Terms agreed in principle set the shape of the deal, and reopening them later costs goodwill you may need.
Is a terms sheet binding?
Usually not, except for the parts that are — confidentiality, exclusivity and costs. Those parts are binding and they matter.
What does due diligence actually cover?
What the business owns, what it owes, and what it has promised. Contracts, leases, consents, employment, and anything that transfers with it.
Do employees transfer with the business?
It depends on how the sale is structured. In an asset sale employment does not simply carry across, and there are obligations either way. It affects timing, so we raise it early.
Do I need consent to buy a business here?
Possibly. Overseas investment rules can apply to significant business assets. We establish the position before you commit rather than after.
What is a warranty?
A statement about the business that the seller stands behind. If it proves wrong, you may have a claim. Which warranties are given, and the caps on them, is most of the negotiation.