Share and Asset Purchase
Buying or selling a business can either be done by purchasing the business’ shares, or its assets. In either event, the transaction will be documented by a contract in writing, commonly known as a share or asset purchase agreement.
At Mercantile Barristers, our share and asset purchase barristers have expertise in providing bespoke advice, representation and drafting services to businesses so that the sale of business shares and assets are conducted in a comprehensive and timely manner. If you require advice contact our Commercial Litigation barristers today by filling in our Enquiry Form; emailing us at enquiries@mercantilebarristers.com; or by telephone on 0203 034 0077 and we would be happy to assist.
Share Purchase Agreements
Usually, a private limited company has a separate legal identity from its shareholders and directors; and it’s the limited company that owns the assets and liabilities. The shares of the company are units of stocks issued by the company to represent ownership. Therefore, a share sale involves a change in ownership of the company; and a share purchase agreement (“SPA”) is the contractual document that reflects the original and final destinations of the ownership; value; rights; and liabilities attributed to the shares for sale.
The main advantage in purchasing a business’ shares is that the new owner can continue to run the business without having to deal with the transfer of the individual assets which include confidential information/intellectual property; employees; land; licenses; plant; materials; and so on. Also, the daily operations of the business continue as normal, so that existing contracts with employees; suppliers; and third parties remain.
It is important to ensure that a comprehensive share purchase agreement is drafted, which clearly and definitively sets out all the terms of the sale and purchase of shares, from the number of shares to be purchased; their class; and the voting rights associated with the shares.
Mercantile Barristers have expertise in providing advice and representation in the drafting of share purchase agreements to businesses; individuals; or commercial law solicitors. If you require advice contact our Commercial Litigation barristers today by filling in our Enquiry Form; emailing us at enquiries@mercantilebarristers.com; or by telephone on 0203 034 0077 and we would be happy to assist.
Share Purchase Disputes
However, and regardless of the existence of a written agreement, contractual disputes can arise when there is a disagreement on the terms agreed between parties; or if one party is not performing their obligations under the contract. It is therefore crucial that parties to a contractual dispute seek the right tactical advice to curtail the consequential losses.
It is also imperative that contractual disputes are dealt with as soon as reasonably practicable, as they can be costly and time-consuming, resulting in adjudication; arbitration; or litigation and damage a company’s business relationships and reputation. Mercantile Barristers Contractual Disputes barristers have expertise in providing practical, commercial advice and representation on all aspects of contractual disputes. Our barristers have experience in bringing and defending a broad range of disputes for an array of clients so that our acquired knowledge can be an asset for all clients.
Mercantile Barristers have expertise in providing advice and representation in share purchase disputes to businesses; individuals; or commercial law solicitors. We also have experience in taking instructions from commercial law solicitors representing their clients in proceedings concerning breach of contract before the county court; High Court; Court of Appeal and Supreme Court. If you require advice contact our Commercial Litigation barristers today by filling in our Enquiry Form; emailing us at enquiries@mercantilebarristers.com; or by telephone on 0203 034 0077 and we would be happy to assist.
Asset Purchase Agreements
When someone acquires a business by way of an asset purchase, they only acquire the assets and liabilities. An asset purchase agreement sets out the terms and conditions relating to the sale or purchase of the assets and details exactly what assets are to be sold and at what price. As a result, it may be that all or part of a business is sold under an asset purchase agreement.
Asset purchase agreements can refer to the sale/purchase of tangible assets, such as buildings; equipment; land; and/or stock. It might also include intangible assets, such as confidential information, including customer lists and trade secrets; goodwill; and/or intellectual property.
It is important to ensure that a comprehensive asset purchase agreement is drafted, which clearly and definitively sets out all the terms of the sale and purchase of assets, from the number of assets available to purchase to their value.
Mercantile Barristers have expertise in providing advice and representation in the drafting of asset purchase agreements to businesses; individuals; or commercial law solicitors. If you require advice contact our Commercial Litigation barristers today by filling in our Enquiry Form; emailing us at enquiries@mercantilebarristers.com; or by telephone on 0203 034 0077 and we would be happy to assist.
Asset Purchase Disputes
However, and regardless of the existence of a written agreement, contractual disputes can arise when there is a disagreement on the terms agreed between parties; or if one party is not performing their obligations under the contract, for example the assets agreed to be purchased may not be as described. It is therefore crucial that parties to a contractual dispute seek the right tactical advice to curtail the consequential losses.
It is also imperative that contractual disputes are dealt with as soon as reasonably practicable, as they can be costly and time-consuming, resulting in adjudication; arbitration; or litigation and damage a company’s business relationships and reputation. Mercantile Barristers Contractual Disputes barristers have expertise in providing practical, commercial advice and representation on all aspects of contractual disputes. Our barristers have experience in bringing and defending a broad range of disputes for an array of clients so that our acquired knowledge can be an asset for all clients.
Mercantile Barristers have expertise in providing advice and representation in asset purchase disputes to businesses; individuals; or commercial law solicitors. We also have experience in taking instructions from commercial law solicitors representing their clients in proceedings concerning breach of contract before the county court; High Court; Court of Appeal and Supreme Court. If you require advice contact our Commercial Litigation barristers today by filling in our Enquiry Form;
FAQs
Here are some of our FAQs which you may find of assistance. If not we are happt to talk, call now on 020 30340077
1
Both asset and share purchase agreements are legally binding.
Usual provisions in share purchase agreements include:
Purchase price and payment method;
Warranties to be given;
Class of shares to be purchased; and voting rights
Purchase price and payment method;
Warranties to be given;
How income and outgoings during transaction, to be apportioned;
Resolution of outstanding debts;
Transfer of employees under TUPE; and
Confidentiality and Non-compete agreements post sale.
How Our Process Works
You can call, email, or fill out an enquiry form to tell us about your case. One of our specialist clerks will speak with you to make the arrangements to advance your case.
Our specialist clerk will match you with the barrister with the expertise to deal with all aspects of your case. They will also obtain and organise the papers the barrister will have to consider in your case.
Our clerk will agree the fee for your consultation with the barrister beforehand. The clerk will then arrange a convenient time for you to have the consultation by video call, telephone or in person.
In the consultation the barrister will assess your legal position, devise a legal strategy, and give you appropriate advice on the necessary next steps to achieve your objective.
Fill in the form below and one of our specialist clerks will get in touch.
