Acquiring or disposing of a business is rarely a standard form exercise. Our commercial law & business solicitors advise on both acquisitions and disposals, whether the deal is structured as an asset purchase or a share purchase.
We prepare, review and negotiate the key documentation, including Heads of Terms, the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA), and the associated warranties and disclosures.
We see ourselves as dealmakers as well as solicitors. We focus on what is required to get the transaction agreed and completed, and we aim to advise as we would wish to be advised, by putting ourselves in your shoes. Throughout, we identify and reduce risk so the process is clear and efficient, and you are protected.
Where a transaction is a merger (rather than a straightforward acquisition or disposal), the legal work often involves agreeing the overall structure (for example, a share-for-share exchange, group reorganisation or the creation of a new holding company), aligning governance and shareholder arrangements, and managing issues such as competition considerations, TUPE/employee consultation and the transfer or novation of key contracts and regulatory permissions.
We help you identify the right route to combine the businesses and document it clearly, while maintaining momentum and reducing the risk of disputes later.
A merger, acquisition or disposal can expose you to significant legal and financial risk if key issues are missed or documents are unclear. A specialist solicitor will protect your position, manage negotiations, and ensure the transaction is documented correctly and complies with relevant UK legal and regulatory requirements.
Just as importantly, we provide commercially focused advice that supports a deal that works in practice, not simply a set of documents.
We keep the process moving from Heads of Terms through due diligence, exchange and completion, so issues are dealt with promptly, and the timetable remains realistic.
An acquisition is where one business buys another (usually by purchasing shares or assets). A merger is typically the combination of two businesses into a single entity, often with the owners continuing to hold an interest in the combined entity.
In practice, many “mergers” are implemented through a series of acquisitions and reorganisations, alongside new shareholder arrangements to address control, decision-making, and exit rights.
The right approach depends on your commercial objectives, tax position, funding and risk appetite, and we can advise on structure, due diligence and the documents needed to implement it.
Most acquisitions follow a clear sequence: agreeing Heads of Terms, carrying out legal and financial due diligence, negotiating the main contract (an SPA for a share purchase or an APA for an asset purchase), and reviewing the key business documentation (including property arrangements, material contracts, employee matters and regulatory points).
Once terms are settled, the parties proceed to exchange and then complete, when ownership and control transfer.
A solicitor coordinates each stage, raises and manages enquiries, and ensures the buyer is protected against hidden liabilities as far as the deal allows.
A sale typically starts with preparing your information for the buyer’s due diligence and agreeing Heads of Terms. The buyer will raise enquiries and request documents on the business, including contracts, property, employees, IP and any disputes.
Your solicitor will help you respond efficiently, negotiate the sale agreement (SPA or APA), and manage the warranties, disclosure process and any limitations on liability.
From there, we drive the matter through exchange and completion, ensuring that deliverables are in order and that your ongoing obligations and exposure remain within what is commercially acceptable.
In the UK, most acquisitions are structured as either an asset purchase or a share purchase. In an asset purchase, the buyer acquires selected assets (and, where agreed, takes on certain liabilities) of the business, which can be helpful where the buyer wants to “pick and choose” what is being acquired.
In a share purchase, the buyer acquires the shares in the target company and therefore steps into ownership of the company as a whole, including its existing contracts, employees and liabilities.
Depending on the circumstances, transactions can also involve wider restructurings or business transfers (for example, where parts of a group are moved before completion) to achieve the agreed commercial outcome.
Timescales vary, but a straightforward transaction often completes within 6 to 12 weeks. More complex deals can take several months, particularly where there is extensive due diligence, third-party consents, property issues (such as assignment of a lease), regulatory approvals, or funding conditions to satisfy.
Delays are most commonly caused by outstanding enquiries, slow delivery of documents, finance requirements, or property and landlord timetables.
Common funding routes include bank lending, asset backed facilities, private investment, and (in some deals) deferred consideration or seller financing. Where there is external funding, the lender will usually require legal due diligence, specific contractual protections and security documentation.
It is worth factoring this into the timetable from the outset, as funding conditions can affect when exchange and completion can take place.
Look for a solicitor who regularly advises on business transactions and is comfortable with both asset and share structures. You should expect clear communication, an agreed scope and fee structure, and a practical approach to managing risk without losing momentum.
A specialist team will also be able to coordinate effectively with your accountant, broker and lender, which can make a measurable difference to timescales and outcomes.
If you would like an initial discussion, we can outline the likely structure, key issues and a sensible plan for your transaction.
Our commercial law & business solicitors advise clients at each stage of the transaction, including:
Outcome: fewer surprises, clearer allocation of risk, and a smoother route to completion, supported by advice that is commercial, practical and focused on getting the deal done. When you are ready to take the next step with your business, we will guide the process and protect what matters commercially.
Whether you are buying a business, selling one, or assessing your options, our Mergers, Acquisitions and Disposals team can advise on structure, risk and process from the outset through to completion.
With offices in Bath, Chippenham, Devizes, Marlborough, Royal Wootton Bassett and Swindon, we offer local support backed by specialist corporate expertise.
For clear advice on a merger, acquisition or business disposal, speak to our corporate solicitors on 01793 384140 or complete our enquiry form below. We will explain the next steps, likely timetable and key issues in plain terms.
