If you are intending to buy a business, this is a decision which can have future commercial implications for you as well as for the business, so it is important to engage professional and assistance in:-
1. Completing Due Diligence Procedures
Before purchasing a business you will want to have as much information about the business as possible. There are a number of areas to investigate including:
- Past and projected profitability, assets, liabilities and cashflow
- Employer – employee relationships and relationships with directors and contractors
- Insurance and risk management
- Formal management as registered with Companies House
- Intellectual property assets, including patents, trademarks, copyright, database rights and design rights used by the business
- Contractual relationships – agency, distribution, franchising agreements and current terms and conditions of business
- Tax liabilities
- Any threats of, or ongoing litigation
2. Negotiating a successful purchase
If you use us to help you we can advise :-
- on any exclusivity required so you can carry out due diligence and negotiate terms of sale safe in the knowledge that the seller will not negotiate with other parties.
- on the asset purchase and share purchase agreements
- on any intellectual property agreements, licensing or assignment of IP which may be required
- and assist with the letter of intent
- on how TUPE would apply to the transfer of employees and ensuring the purchase complies with the employment legislation
- on obtaining a tax deed to indemnify you against unforeseen or unexpected tax demands after completion of your purchase
3. Managing Risk
You will want advice on how to manage any risks to the business in future.
Due diligence procedures will highlight any specific risks, such as any ongoing litigation, and can determine whether the seller should be asked to provide warranties.