Mergers & Acquisitions

Buying or selling a business is one of the most significant decisions in any entrepreneur's career. Whether you're acquiring a competitor, selling your life's work, or merging with another company, these complex transactions require expert legal guidance to protect your interests and ensure successful completion.

What Our M&A Solicitors Can Help With

• Business Acquisitions: Purchasing existing companies and business assets
• Business Sales: Selling companies or business divisions
• Corporate Mergers: Combining businesses through statutory mergers
• Management Buyouts (MBOs): Executive teams acquiring their employers
• Management Buy-ins (MBIs): External teams acquiring businesses
• Private Equity Transactions: Investment fund acquisitions and exits
• Public Takeovers: Acquisitions of listed companies
• International Transactions: Cross-border M&A deals

M&A Transaction Types

Asset Purchase:

• Buying specific business assets and liabilities
• Buyer controls which liabilities to assume
• More complex but often lower risk for purchaser
• Requires individual asset transfers
• May trigger employee consultation requirements

Share Purchase:

• Acquiring company shares to gain control
• Buyer inherits all company liabilities
• Simpler transfer process
• Company continues as same legal entity
• Requires comprehensive due diligence

Statutory Merger:

• Two or more companies combining into one entity
• Court approval required for certain mergers
• Shareholder approval typically required
• Complex regulatory and tax considerations

The M&A Process

Pre-Transaction Phase:

1. Strategic Planning: Defining acquisition criteria or sale objectives
2. Valuation Assessment: Determining realistic price expectations
3. Market Preparation: Preparing businesses for sale or identifying targets
4. Initial Approaches: Making contact with potential buyers/sellers

Transaction Phase:

1. Letter of Intent/Heads of Terms: Non-binding outline of key deal terms
2. Due Diligence: Comprehensive investigation of target business
3. Legal Documentation: Drafting and negotiating transaction agreements
4. Regulatory Approvals: Obtaining necessary consents and clearances
5. Completion: Final exchange and completion of transaction

Post-Completion:

1. Integration Planning: Combining businesses effectively
2. Warranty Claims: Managing post-completion disputes
3. Earnout Arrangements: Performance-based payments

Due Diligence Areas

Legal Due Diligence:

• Corporate structure and shareholding
• Material contracts and commitments
• Litigation and regulatory compliance
• Employment matters and pensions
• Intellectual property portfolio
• Real estate and leases

Commercial Due Diligence:

• Market position and competitive landscape
• Customer and supplier relationships
• Business model sustainability
• Growth opportunities and threats

Financial Due Diligence:

• Historical financial performance
• Working capital requirements
• Debt and financing arrangements
• Tax compliance and planning opportunities

Key Transaction Documents

• Sale and Purchase Agreement (SPA): Main transaction contract with terms, conditions, and warranties
• Disclosure Letter: Seller's disclosure of known issues and exceptions
• Warranties and Indemnities: Protection for buyer against unknown liabilities
• Completion Accounts: Mechanism for adjusting purchase price based on completion finances
• Escrow Arrangements: Holding purchase price in escrow for warranty claims
• Employment Agreements: Key management retention and service agreements

M&A Legal Costs

Small Transactions (Under £1m):

• Legal fees: £5,000-£15,000
• Due diligence: £2,000-£8,000
• Total transaction costs: 1-3% of deal value

Mid-Market Deals (£1m-£10m):

• Legal fees: £15,000-£50,000
• Due diligence: £10,000-£30,000
• Total transaction costs: 1-2% of deal value

Large Transactions (£10m+):

• Legal fees: £50,000-£200,000+
• Due diligence: £30,000-£100,000+
• Total transaction costs: 0.5-1.5% of deal value

Additional Costs:

• Financial due diligence: £10,000-£50,000
• Tax advice: £5,000-£25,000
• Corporate finance fees: 1-5% of transaction value

Common M&A Challenges

• Valuation Disputes: Disagreements on company worth and pricing mechanisms
• Due Diligence Issues: Discovering material problems during investigation
• Regulatory Hurdles: Competition law clearances and sector-specific approvals
• Financing Challenges: Securing adequate funding for transactions
• Cultural Integration: Combining different business cultures post-completion
• Employee Relations: Managing workforce concerns and TUPE transfers

Why Choose SolicitorConnect for M&A

• Transaction Specialists: Solicitors with extensive M&A experience across sectors
• Deal Completion Focus: Practical approach to getting transactions over the line
• Multi-Disciplinary Teams: Access to corporate, employment, tax, and IP specialists
• International Capability: Cross-border transaction experience and networks
• Commercial Understanding: Balancing legal protection with business objectives
• Fee Transparency: Clear fee estimates and regular cost updates

Successful M&A transactions require experienced legal advisors who understand both the legal complexities and commercial realities of business combinations.

This information is for general guidance only and does not constitute legal advice. For specific legal advice tailored to your situation, please consult with a qualified solicitor.