Before heads of terms are signed. Many key commercial points are difficult to renegotiate once they are in writing, including price mechanism, exclusivity, deposits and deal structure. Getting legal input before heads protects value throughout the rest of the process. If you are at an earlier stage and just want to understand the process, we are happy to have a no obligation conversation.

It depends on your tax position, what is being sold, what liabilities exist and the buyer’s preference. A share sale transfers the company and everything in it, including liabilities. An asset sale lets the buyer pick specific assets, contracts and employees. We advise on both routes alongside your accountant or tax advisor so the structure works commercially and tax efficiently.

Most SME sales complete within three to six months of heads of terms. Larger or more complex deals take longer. The biggest variables are due diligence findings, third party consents required (landlords, suppliers, key customers) and the buyer’s finance arrangements.

Most SME share sales involve personal warranties from the selling shareholders. We negotiate caps (often a percentage of the sale price), time limits, knowledge qualifications and exclusions so your exposure is proportionate to the deal and the consideration you are receiving.

Warranties are statements about the business that the buyer relies on, for example that the accounts are accurate or that there is no undisclosed litigation. If a warranty turns out to be wrong, the buyer can claim damages. Indemnities are pound for pound recovery rights for specific known risks. We negotiate the scope of both, and prepare the disclosure letter that limits your exposure to warranty claims.

A Share Purchase Agreement (SPA) is the contract that transfers ownership of a company from the seller to the buyer. It sets out the price and any price adjustments, warranties, indemnities, restrictions on the seller after completion and the mechanics for handing over the business. The SPA is usually the most heavily negotiated document in a share sale.