Sales, Mergers and Acquisitions
Providing strategic legal advice to help business owners and companies navigate sales, acquisitions and mergers with confidence.
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Selling, buying or merging a business can be a significant commercial decision, involving detailed negotiations, due diligence and carefully structured legal agreements. Whether you are planning an exit, pursuing growth through acquisition or bringing two businesses together, early legal advice can help you understand the process, manage risk and achieve your wider objectives.
DTM Legal has years of experience in transactional work and advises business owners, shareholders, management teams and companies on business sales, mergers and acquisitions across a range of sectors, taking the time to guide them through what can be a daunting process. We ensure that you deal directly with experience and senior lawyers who can support both buyers and sellers, providing practical advice from the early stages of a proposed transaction through to negotiation, due diligence, completion and post-completion matters.
We take the time to understand what you want the transaction to achieve and the issues that matter most to you and work closely with other advisors to keep the transaction progressing towards completion.
Sales, Mergers and Acquisitions Legal Services
We provide legal advice and support across a wide range of corporate transactions, including:
- Business and company sales
- Business and company acquisitions
- Share sales and purchases
- Asset and business sales and purchases
- Mergers and corporate restructures
- Management buyouts and buy-ins
- Corporate group acquisitions and disposals
- Preparing and negotiating heads of terms
- Confidentiality and non-disclosure agreements
- Exclusivity agreements
- Legal due diligence
- Preparing and reviewing sale and purchase agreements
- Drafting and negotiating warranties and indemnities
- Disclosure exercises and disclosure letters
- Advising on deferred consideration and earn-out arrangements
- Business and corporate reorganisations connected with a transaction
- Negotiating transaction documents through to completion
- Post-completion filings and corporate formalities
Why Instruct DTM Legal?
No two business transactions are the same. The structure of a sale or acquisition, the risks involved and the issues that require negotiation will depend on the business, the parties involved and their longer-term objectives. Our Corporate & Commercial Team provides commercially focused advice tailored to the particular transaction rather than taking a one-size-fits-all approach.
We help clients identify the issues that matter most, understand where legal protections are required and make informed decisions throughout negotiations. Our approach is practical and strategic, with a focus on protecting your position while helping the transaction progress efficiently.
We also work closely with your accountants, tax advisers, corporate finance professionals and other specialists involved in the deal and overseas advisors on international deals. This coordinated approach helps ensure that the legal structure and documentation support the wider commercial and financial objectives of the transaction.
We provide:
- Practical and commercially focused transactional advice
- Support for both buyers and sellers
- Strategic guidance throughout negotiations
- Clear explanations of legal risks and key transaction terms
- Comprehensive due diligence support
- Coordination with your wider professional advisory team
- Responsive support throughout the transaction process
Get in Touch
Whether you are considering selling your business, pursuing an acquisition or exploring a potential merger, our Corporate & Commercial Team can guide you through the transaction and help you achieve your commercial objectives.
To speak to a member of the team, contact the Corporate & Commercial Team on 01244 354 800 / 0151 321 0000 or email corporate@dtmlegal.com.
Request a Consultation
Preparing key information at an early stage can help your legal advisers understand the proposed transaction, identify potential issues and establish the most appropriate route forward. Read our Key Considerations guide to understand some of the points a solicitor may wish to discuss when responding to your enquiry. It can help you prepare the relevant information and make your initial conversation more productive.
Frequently Asked Questions
Commonly asked questions concerning a business transaction.
- How long does it take to sell or buy a business?
- What is the difference between a share sale and an asset sale?
- What happens during due diligence when selling a business?
- Should I agree heads of terms before instructing a solicitor?
- What legal protections can a seller or buyer include in a business sale agreement?
The timescale will depend on the size and complexity of the business, how prepared the parties are and whether any significant issues arise during due diligence or negotiations.
A straightforward transaction may progress relatively quickly, while a more complex deal involving external finance, regulatory approvals or extensive negotiations may take longer. Preparing key information and involving professional advisers early can help reduce avoidable delays.
In a share sale, the buyer acquires shares in the company that owns and operates the business. The company itself generally continues to own its existing assets and remain responsible for its liabilities.
In an asset sale, the buyer acquires specified assets and parts of the business rather than purchasing the company itself. The most appropriate structure will depend on the objectives of the parties, the nature of the business and relevant tax and commercial considerations.
Due diligence allows a buyer and its advisers to investigate the business before committing to the acquisition. The seller will typically be asked to provide information about areas including finances, contracts, employees, property, intellectual property, disputes and regulatory compliance.
Preparing for due diligence before a business is formally brought to market can help identify missing documents or potential issues that may otherwise delay negotiations or affect the value of the transaction.
It is often beneficial to involve your solicitor before heads of terms are finalised. Although many provisions may not be legally binding, the commercial principles agreed at this stage can set expectations for the rest of the transaction and become difficult to renegotiate later.
Early legal input can help ensure that important issues such as price structure, exclusivity, timescales and post-completion arrangements are properly considered from the outset.
A business sale agreement will typically contain a range of protections reflecting the risks and circumstances of the transaction. These may include warranties, indemnities, limitations on liability, restrictive covenants and provisions dealing with the payment or adjustment of the purchase price.
The appropriate protections will depend on whether you are buying or selling, the findings of the due diligence process and the relative negotiating positions of the parties. Your solicitor can help identify which protections should be prioritised and negotiate terms that reflect the commercial risks involved.
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