GB LEGAL

Expert legal advice throughout a business acquisition or disposal*

Buying or selling a business can be a complex process with a number of important decisions to be made along the way. There are many legal, financial considerations and the right legal advice can help a business make the most of a merger or acquisition transaction and ensure the deal runs as smoothly as possible. GB Legal's specialist team advises corporate clients on complex and transformational transactions.

How our M&A specialist corporate advisors can help*

Our corporate advisors regularly advise on:

• Share acquisitions
• Business and asset acquisitions
• Management buy outs
• Funding for acquisitions
• Buying or selling a business
• Employee ownership trusts

Who we can help and how*

GB Legal's specialist team of mergers and acquisitions advises public and private companies, institutional investors and private individuals.

Working with expert advisors makes a real difference to the success of a transaction. Our team will work with you to identify your objectives so that you can proceed with the transaction that is right for you and your business.

A key consideration when acquiring or disposing of a business will be whether the sale and purchase should proceed by way of a sale of shares or assets. Each scenario has a unique structure and we will work closely with your tax and accounting advisers to agree the most beneficial solution.

When preparing to sell your business, the type of ownership will affect the type of sale transaction. If you are a sole trader or a partnership, an asset sale is the only option, unless the business is incorporated before selling it on to a third party. For an incorporated company, a sale of shares is usually the most tax efficient for the seller.

From a buyer’s view point, acquiring a business may seem more attractive than acquiring the shares. This is because the buyer can select which of the assets of the business it wishes to acquire and which of the seller’s liabilities (with some exceptions eg. employment liabilities), it is prepared to assume. However, as most sellers wish to sell shares due to the tax benefits, we work with buyers to minimise the risk of taking on unwanted liabilities when acquiring a company.

Our team will take the time to get to know you and understand the issues in the transaction which are most important to you, before ensuring that those issues are addressed appropriately in the transaction documents. The team has considerable experience in working closely with a buyer’s in-house teams at an early stage in the process, providing critical legal insights that can help shape the deal.

We will guide you through the process from start to finish, negotiating the terms, and producing a report with the necessary coverage for your needs, managing the disclosure process and other advisers and preparing the key documents you need to get the deal signed.

We have considerable experience with complex transactions across a variety of sectors including technology and media, healthcare, real estate, sport, hospitality, financial services, fashion, travel, publishing and engineering.

We advise on:

•  Trade purchases
•  Strategic purchases
•  Buy and build transactions
•  Management buy-outs and buy-ins
•  Institutional or private equity investments
•  Purchases by family offices
•  Purchases by Employee Ownership Trusts (EOTs)

In addition, our capital markets team advises on acquisitions and disposals by public companies, including takeovers.

Our full-spectrum experience makes us a safe pair of hands to guide you through the sale process. We can give benchmarks as to what is reasonable and normal in transactions, as well as guide you through the whole process, pointing out potential pitfalls and taking meticulous care to remove ambiguity and clarify details, as well as acting as very strong advisors to you.

Further information 

If you would like more information or require legal advice in relation to an acquisition or merger, please contact us at your convenience.