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BUYING OR SELLING A BUSINESS

Clear, practical legal support for one of the most significant decisions in business.

Buying or selling a business involves a series of legal and commercial decisions that will shape the outcome of the transaction long after completion.

At Eddison Cogan Lawyers we advise on business acquisitions and disposals with a focus on structuring the deal correctly, negotiating terms with clarity, and managing legal risk.

Our role is to ensure that what has been agreed commercially is accurately reflected in the legal documentation, and that your position is properly protected throughout the process.

Our expertise

We act on a range of business transactions, including:

Asset sales and purchases
Share sales and acquisitions
Management buy-outs and partial exits
Shareholder exits and restructuring transactions
Transfers of goodwill, intellectual property and key contracts

Our work typically involves advising on both the structure of the transaction and the detailed legal documentation required to complete it.

Transaction structure and strategy

The structure of a transaction has significant implications for risk, tax exposure and ongoing liability.

We advise on:

Whether a transaction should proceed as a share sale or asset sale
The allocation of assets, liabilities and contracts
The treatment of employees, including the transfer of employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE)
The interaction between legal structure and tax planning (in coordination with accountants or tax advisers)

You may find it helpful to refer to the official overview of TUPE provided by UK Government for further background.

Early decisions at this stage often determine how effectively risk can be managed later in the process.

Due diligence and risk assessment

For buyers, legal due diligence is a critical stage of the transaction.

We review and assess:

Commercial contracts and supplier arrangements
Employment structures and potential liabilities
Existing disputes or contingent liabilities
Ownership of assets, including intellectual property

Our focus is on identifying material risks, assessing their impact, and ensuring they are addressed either through negotiation or contractual protection.

For a general overview of the process, the guidance on buying a business from UK Government provides a useful reference point.

Drafting and negotiation of sale agreements

We draft and negotiate the principal transaction documents, including:

Share purchase agreements (SPAs)
Asset purchase agreements (APAs)
Disclosure letters
Ancillary documents (including service agreements and transitional arrangements)

Particular attention is given to:

Warranties and indemnities
Limitations of liability
Price adjustment mechanisms and deferred consideration
Restrictive covenants and post-completion obligations

This is where the balance of risk between buyer and seller is defined.

Acting for sellers

When acting for sellers, our focus is on achieving a clean exit while preserving value.

This includes:

Preparing the business for sale and anticipating due diligence issues
Managing the disclosure process
Negotiating limitations on liability and financial exposure
Ensuring clarity around any ongoing involvement post-sale

A well-managed sale can significantly reduce the risk of post-completion claims.

Acting for buyers

When acting for buyers, our focus is on ensuring that the business being acquired matches the expectations created during negotiations.

This includes:

Investigating legal and operational risk
Ensuring appropriate contractual protection is in place
Advising on integration issues where relevant
Supporting a controlled and informed completion process

Managing the transaction process

Business transactions often involve multiple parties, including accountants, lenders and advisers.

We work to ensure that:

the legal process remains aligned with the commercial objectives
documentation progresses efficiently
issues are identified and addressed without unnecessary delay

How we work

Our approach is structured and commercially focused. We aim to:

translate complex legal issues into clear decisions
keep the transaction proportionate to its value and risk
maintain steady progress towards completion

Where negotiations become difficult, we provide clear advice and act decisively to protect your position.

Discussing your situation

An initial conversation with Eddison Cogan Lawyers can help clarify whether a proposed transaction is viable, how it is likely to be structured, and the key legal considerations involved.

Clear Prices. No Surprises.

We provide clear information on fees at the outset of a matter. Depending on the nature of the transaction, this may involve a fixed fee, staged billing, or time-based charging.

Where appropriate, we outline the likely scope of work and key cost drivers so that you can make informed decisions as the matter progresses.

An initial conversation allows us to understand your proposed transaction and outline the legal framework and next steps.

Make an Initial Enquiry

Continue exploring business matters

Related areas often considered alongside buying or selling a business:

› Commercial contracts and agreements
› Shareholders, directors and business relationships
› Setting up and structuring a business
› Commercial disputes and risk management

Wider support around business transitions

› Negotiation and advocacy
› Family enterprise and succession planning

Frequently asked questions

What is the difference between a share sale and an asset sale?

In a share sale, the buyer acquires the company itself, including its assets, liabilities and ongoing obligations. In an asset sale, specific assets and liabilities are transferred, rather than the company as a whole. The appropriate structure depends on the nature of the business, the risks involved, and the commercial objectives of the parties.

What is due diligence in a business purchase?

Due diligence is the process of reviewing the legal, financial and operational position of a business before completing a purchase. This may include examining contracts, employment arrangements, liabilities and any ongoing disputes. Its purpose is to identify risks and ensure they are properly addressed in the transaction.

Will employees transfer when a business is sold?

In some cases, employees transfer automatically to the new owner under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). Whether TUPE applies depends on the structure of the transaction and the nature of the business being transferred.

How long does it take to buy or sell a business?

The timeframe varies depending on the size and complexity of the transaction, the level of due diligence required, and how quickly the parties are able to agree terms. Straightforward transactions may complete within a few weeks, while more complex matters can take several months.

What are warranties and indemnities?

Warranties are statements made about the condition of the business, such as its financial position or legal compliance. Indemnities are specific promises to cover particular risks if they arise.

They are used to allocate risk between buyer and seller and are a key part of the negotiation process.

Do I need a solicitor to buy or sell a business?

A solicitor ensures that the structure of the transaction is appropriate, the legal documentation reflects what has been agreed, and that risks are properly managed. Without proper legal advice, there is a greater risk of unexpected liabilities or disputes arising after completion.