The Sales Process

The sale process can be more or less involved - it depends what you are selling and to whom.  

Where you are selling some or all of the assets of your business then most of the questions you will need to answer will revolve around you proving that you own the assets and that they will be free of liability when they belong to the buyer (and will not bring along any hidden liabilities).

A big area of risk for a buyer of assets is the transfer of employees that are connected with those assets.  We can advise you on the risks of this taking place and also the ways to minimise your risks and also those of the buyer.  The key is good planning and identifying issues at an early stage to enable you to deal with it within any required timescales.

Where you are selling your company (i.e. a share sale), there are a similar but different set of questions that are asked of you and your company.  You are transferring ownership of a company and all that it owns.  This time the questions also centre around what will happen where there is a change of control of the company and what liabilities the company has historically (as well as checking that the company owns that which it says it does).   A buyer of a company is buying that company ‘warts and all’.  Therefore, they will want to know that the company does not have any historic liabilities or risks that the new buyer will be taking on.  Or, if there are risks and liabilities that they are adequately dealt with, or reflected in the price.

At Blue Sky Law, we can assist you with:

• The initial non-disclosure agreement – to allow you and the buyer to exchange information in a controlled and relatively safe manner.
• The review of any offer letter  (or heads of agreement) – which may talk about your giving the buyer an exclusive period of time to review your business and have first say in any purchase.  This needs to be looked at carefully to ensure that it is in your best interests to only progress with one buyer, for instance.
• The collection and disclosure of information in a controlled and recorded manner to ensure that you are only giving any confirmations based on actual information provided to the buyer (where possible).
• Obtaining advice from your other advisors as to the best way to structure the deal for you.
• Putting in place any pre-sale changes to the structure of your business/company to make it more attractive to your prospective buyer.
• Discussing matters with your other shareholders or business partners to ensure that they get the necessary advice in a timely fashion.
• Dealing with the sale and purchase agreement to ensure that it reflects the discussions you have had with the buyer and minimises (to the extent you agree with the buyer) the risks to you and your on-going business (in a sale of assets) or your co-shareholders (in a sale of the company).
• We can also assist you where the buyer requests a personal guarantee from you or your co-shareholders/owners.

We tailor our service and the level of involvement so as to fit your budget and requirement.