Selling Your Business

• You or another key person within the business may be looking to retire or to move into a different venture.
• Where you have backing from private equity, your investor will be looking to make its return within a fairly short time frame.
• The business may need support and synergies from a larger entity in order to continue to grow.
• You and your business partners may have decided that the time has come to part ways.

Even if you are only just starting to think about a sale or exit, there are a number of things you can be doing at the very earliest of steps which will help to make the sale process run more smoothly further down the line.

• Tax planning – Depending on the nature of the likely sale or exit, there may be preliminary steps which can be taken to ensure that this is done in as tax efficient a manner as possible. At BBS Law, we work closely with our clients’ tax advisers in this respect and have extensive experience in dealing with all types of corporate restructuring and reorganisations.

• Due diligence – One of the most onerous and time-consuming stages of a business sale for the management team is dealing with the due diligence process. Where you have the benefit of additional time, you can save a lot of stress at a later date by starting to pull together the key documentation (customer contracts, employee information, property deeds etc.) which will be requested at the due diligence stage. In the event that the sale is going to be by way of auction, you may well even be setting up the online data room at this stage. Our corporate team has extensive experience in acting for sellers on the legal due diligence process and supporting management teams in this task.

• Dealing with potential issues – As part of the due diligence exercise, potential legal issues may come to light which a purchaser is likely to pick up on. With the assistance of our colleagues in the other departments, we can assist you in taking steps now to resolve these potentially saving you both time and money down the line.

• Engaging corporate financiers – Where you are looking to actively market your company or business for sale, you may wish to engage a corporate finance company to assist you in this. Our corporate team are experienced in working alongside corporate finance advisers and take a collaborative approach to this in order to achieve the best outcome for our clients. We can also advise you on the terms of engagement with any corporate finance adviser you are instructing.

• Heads of terms – Once you have found a purchaser, you may wish to set out the key terms of the proposed deal in a formal heads of terms document. Here at BBS Law we can provide advice and assistance in collaboration with your other advisers both in negotiating the terms of a transaction and in preparing and negotiating any heads of terms. As with everything our corporate team does, we take a very commercial approach to this part of a transaction. We know that our clients are not interested in scoring legal points.

If you would like more information on any of the above or would like to talk about how we can support you on a sale or exit, please do get in touch with any member of the team.