Lawyers for buying or selling a business
Selling the business you built, or buying one to grow, is often the biggest deal you will do. We act for buyers and sellers from the first offer to completion, so you know what you are signing and what happens next.
Our principal, Shanil Lal, spent more than 10 years on M&A transactions at MinterEllison, PwC, Norton Rose Fulbright and Clayton Utz. You get that experience on small and mid-sized deals, from the principal directly.
If you're buying a business
- Reviewing the offer or heads of agreement before you sign
- Legal due diligence: contracts, the premises lease, staff, licences, intellectual property, disputes and PPSR searches
- Negotiating the sale agreement, including price adjustments, warranties, indemnities and restraints
- Transferring the lease and key customer and supplier contracts
- Taking on staff and their entitlements
- Completion and handover
If you're selling a business
- Getting ready for sale: tidying up contracts, the lease and ownership of intellectual property
- Preparing the sale contract
- Managing the buyer's due diligence
- Limiting the warranties you give and your liability after the sale
- Earn-outs, deferred payments and security for the price
- Completion
Business sale or share sale?
In a business sale, the buyer takes the assets it chooses and the selling company stays with you, along with most of its liabilities. In a share sale, the buyer takes the whole company, history included, so due diligence and warranties matter more.
The right structure depends on tax, and on contracts and licences that cannot be transferred. We work alongside your accountant on it. A business sale may also be GST-free if it qualifies as the sale of a going concern.
How a sale usually runs
- Offer or heads of agreement
- Due diligence
- Negotiating and signing the sale agreement
- Conditions met, such as the landlord's consent, finance and licences
- Completion: the price is paid and the business changes hands
Frequently asked questions
When should I involve a lawyer? Before you sign anything, including heads of agreement. Even a "non-binding" offer often has binding exclusivity and confidentiality terms.
Do I need the landlord's consent? Usually, if the business runs from leased premises. Most leases need the landlord's consent to a transfer, and for NSW retail shops the Retail Leases Act 1994 sets out the process.
What is a restraint of trade? A promise by the seller not to compete with the business for a set time and area. Courts only enforce restraints that are reasonable, so the drafting matters.
What happens to the staff? In a business sale, employees do not move across automatically. The buyer decides whether to offer them jobs, and how their service and entitlements are treated affects both sides.
Talk to us about your deal
Call (02) 9166 3716 or send us an enquiry.
Related reading: What is M&A? · Proposed ban on non-compete clauses