Ranked Tier 3 in The Legal 500 UK 2027, our business and company sales lawyers help shareholders, founders and corporate groups prepare for, negotiate and complete the sale of their business.
Preparation can influence the value achieved, the buyer’s confidence and the speed at which a transaction progresses.
Potential buyers will usually investigate the company’s financial position, ownership, contractual commitments, employment arrangements and legal compliance.
Issues identified late in the process can lead to price reductions, additional contractual protections or delays.
We assist sellers with preparing for legal due diligence by identifying matters that may need attention before the business is marketed or a preferred buyer is selected.
This may involve reviewing:
Addressing significant issues early can strengthen the seller’s negotiating position and reduce uncertainty during the transaction.
The headline purchase price is only one element of a sale agreement.
Sellers also need to consider when the consideration will be received, what adjustments may apply and whether any payments depend on future events.
Our lawyers advise on:
Deferred consideration and earn outs require particular care.
Where payments depend on future business performance, disagreements can arise over accounting policies, management decisions and the calculation of financial targets.
We focus on negotiating clear contractual provisions that reduce uncertainty and protect the seller’s entitlement to payment.
Buyer due diligence can be one of the most demanding stages of a company sale.
The seller may need to provide extensive documentation, respond to detailed enquiries and address concerns about historical liabilities.
Our business and company sales lawyers help coordinate the legal aspects of this process, working with management teams and other advisers to provide accurate information efficiently.
We also advise on disclosure letters and the negotiation of warranties and indemnities.
These provisions can have important consequences after completion, particularly where a buyer subsequently alleges that information provided during the sale was inaccurate or incomplete.
Our objective is to ensure that the seller understands the obligations being accepted and that liability is appropriately limited.
International buyers can provide valuable exit opportunities for UK business owners.
However, a cross-border sale may involve different approaches to due diligence, transaction documentation, financing and completion.
We advise UK businesses and shareholders selling to overseas purchasers, as well as international corporate groups disposing of UK subsidiaries or assets.
Our experience includes advising a European internet services business on the US$36 million sale of assets to a UK AIM-listed company.
International transactions may require coordination between legal advisers in different jurisdictions, particularly where the business has overseas subsidiaries, employees, contracts or intellectual property.
We manage the UK legal aspects and work alongside overseas advisers where required, helping sellers maintain control of the transaction and understand the implications of the proposed arrangements.
For many sellers, the objective is to realise the value of their investment and move on without unnecessary continuing exposure.
However, sale agreements may impose obligations that continue after completion.
These can include warranty claims, indemnities, restrictive covenants, transitional services, earn out arrangements and obligations to assist with the transfer of business operations.
Where founders or senior managers remain involved, their future employment, consultancy or shareholder arrangements also need careful consideration.
Our lawyers negotiate these provisions with the seller’s wider objectives in mind.
We aim to minimise avoidable liabilities and ensure that continuing commitments are clearly defined, proportionate and commercially workable.
IMD Corporate’s Corporate & Commercial team is ranked Tier 3 in The Legal 500 UK 2027.
We understand that business owners need legal advisers who can protect their interests without making a transaction unnecessarily complicated.
Our approach combines careful negotiation with practical advice about the issues most likely to affect the sale price, the seller’s liability and completion.
Clients work directly with experienced corporate lawyers who understand the transaction and remain actively involved throughout.
Whether you are preparing to sell a company, negotiating with a potential purchaser or considering an exit from an established business, we can help you understand your options and protect your commercial position.
Early advice can make a significant difference to the structure, negotiations and eventual outcome of a sale.
Contact IMD Corporate on 0330 107 0106 or request a free call back.
We pride ourselves on delivering commercially minded legal solutions grounded in integrity, collaboration and a genuine commitment to client success.
We provide:
There are many reasons why you might consider restructuring your business or changing the way you are organized. You may need to streamline operations, reposition yourself in the market, prepare for an exit, facilitate growth, raise capital, ringfence your exposure to risk and liability, refinance borrowing, consolidate debt or avoid a collapse into insolvency.
Every business needs a corporate governance and compliance strategy to direct and control the way in which business is run and to ensure that any generic or sector specific rules and regulations are adhered to. This is the case whether you are a start-up business or an established enterprise and whether you operate as a company, a partnership or an LLP.
Our corporate solicitors draft and negotiate directors service agreements to align with your commercial goals, governance requirements and legal obligations.
Nobody likes nasty surprises, particularly in business, which is why due diligence has developed as a necessary prerequisite for commercial transactions where it is vital that you know what you are letting yourself in for before you commit to proceed.
Converting your business from a privately owned company to one in which the public car invest, is a complex process that can only be navigated with the help of specialist advisors. This is particularly true where your chosen route to becoming a plc is to apply to be listed on the London Stock Exchange where you will need the support of a sponsor, and underwriter, a lawyer, a broker and a reporting accountant.
If you are on the brink of setting up a business then your focus is likely to be on key issues like securing the money you need to get off the ground, finding premises from which to trade, recruiting members of staff and building a loyal customer base.
Why us?
Our team is adept at handling intricate cases involving international elements, such as division of assets across borders, child abduction and child relocation. This makes us particularly suited for individuals with international family or business ties.
We are proud recipients of multiple national awards, a testament to our commitment to legal excellence. Our awards reflect our high standards and dedication to achieving the best outcomes for our clients. You can check the list of our awards by clicking here.
Our clients’ satisfaction speaks volumes about our services. We invite you to read the glowing testimonials on ReviewSolicitors, which showcase our ability to exceed client expectations.
Our firm has a proven track record of successfully handling complex legal cases, particularly those involving cross-border elements. Our expertise is especially beneficial for individuals seeking sophisticated legal solutions.
At IMD Corporate, we recognise the significance of cultural nuances in legal matters. Our team, with its diverse cultural backgrounds, is uniquely positioned to understand and empathetically address the specific needs of clients from various international communities.
We believe in a client-centric approach, offering personalised and compassionate legal advice. Understanding that each case is unique, we tailor our strategies to suit individual client needs.
Beyond family law, we offer a wide range of legal services, making us a one-stop solution for all your legal needs, whether personal or business-related.
We believe in empowering our clients with knowledge. Our team ensures that you are well informed about the legal processes and your options, enabling you to make educated decisions.
Our extensive network of international legal and professional contacts allows us to efficiently handle cases that span multiple jurisdictions, providing a seamless legal experience for our clients.
As a reputable law firm, we adhere to the highest ethical standards, ensuring transparency, integrity, and professionalism in all our dealings.
If you need legal advice, contact us today to request a free callback. Please note that all meetings are by appointment only in all our offices.
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A company sale typically involves preparation, identifying a buyer, negotiating heads of terms, buyer due diligence, agreeing the share purchase agreement and completing the transfer. The process varies depending on the business and transaction structure.
In a share sale, the company generally retains its liabilities after ownership changes. However, sellers may still have contractual exposure through warranties, indemnities or guarantees. These matters should be addressed during negotiations.
An earn out is an arrangement under which part of the purchase price depends on future performance or other agreed targets. It can help bridge valuation differences but requires carefully drafted provisions.
Yes. Reviewing corporate records, contracts, ownership arrangements and potential liabilities before approaching buyers can reduce delays and improve the company’s readiness for due diligence.
Yes, subject to any applicable regulatory or other legal requirements. Cross-border sales may involve additional due diligence, investment screening, tax considerations and coordination with overseas advisers.
Ideally, before agreeing substantive terms with a buyer. Early advice can help protect your negotiating position and ensure that the proposed sale structure supports your intended exit.
