Business Sales and Purchases

We have significant experience in the drafting, negotiation and settlement of business sales and purchases. We act for clients of all sizes and our sector experience includes professional businesses, retail, franchise, wholesale and distribution, services and manufacturing.

Buying

Are you purchasing a business?

Amongst other things, you should consider:

  • the terms of the Contract of Sale;
  • the most appropriate entity to purchase the business;
  • whether you will need to have the business premises lease assigned to you;
  • other key agreements that should be assigned to you;
  • whether the seller or other key persons should be restrained from competing against you;
  • whether the assets of the business are encumbered;
  • transfer or discharge of employee entitlements; and
  • any other special conditions to be included in the contract.

Our property and franchising experience as  well as our succession planning expertise allows us to offer you complete advice in relation to your business purchase.

Selling

Are you selling your business?

Amongst other things, you should consider:  

  • Special conditions you may want included in the Contract of Sale;
  • any representations or warranties you have made or which may be implied;
  • transfers of any applicable statutory licences or permits;
  • risks associated with terms such as vendor finance and what security you should take;
  • any restraints of trade that have been proposed; and
  • the need to seek appropriate tax advice from your accountant or other financial advisers.

We also have expertise in the drafting, negotiation and completion of share sale agreements. Share sales are often conducted for tax planning reasons and can be more complex than business sales. They often involve the seller providing warranties for any "skeletons in the closet" that may become the responsibility of the purchaser. If you require further information, please contact us.

Company Sales and Shareholder Exits

We have been involved in many small to medium enterprise sales and shareholder exits. These usually take the form of share sale agreements whereby:

(a)   existing businesses are sold via a sale of the shares in the company running the business for tax reasons; or 
(b)   where there are changes of the shareholdings in companies via the exit of existing shareholders or the introduction of new shareholders.

There can be many varying issues affecting the parties in such transactions and we work closely with the relevant accountants to meet the desire outcome for the parties involved.