At BBS Law we have a wealth of experience in advising both sellers and buyers on company sales.
Buying or selling a company is an alternative to buying or selling a company’s business. It involves the buyer acquiring all of the shares in a company. In this way, the buyer acquires ownership and control of the company that carries on the business. The business itself, and all its rights and assets, together with all its liabilities and responsibilities, remains with the company.
A share sale often leads to a smoother transition of control than a business sale as, generally, the only asset that transfers from the seller to the buyer is the shares in the target company. This enables the buyer to take over the running of the business without having to deal with transfers of the individual assets such as property, contracts or licences. The position of employees will remain unchanged.
However, the level of risk for a buyer will generally be greater where a company is being sold as all of the liabilities of the company (including all its historic liabilities) will remain with the company. Accordingly, the buyer is likely to wish to conduct more detailed due diligence on a share sale than on a business sale and to require more extensive protection in the sale and purchase agreement to mitigate its risks.
Each share sale will differ but the principal issues to be considered will typically be:
If you are thinking of buying or selling a company then the members of BBS Law’s corporate team, working together with our colleagues in other specialist areas and your other advisers, are able to guide you through the process from start to finish, ensuring that the final documentation achieves your objectives, protects your interests and mitigates your risks.