How can we help?
Our corporate lawyers can advise you on:
A share acquisition is the purchase of all a business’s assets and liabilities. This includes tangible assets such as property (including the lease to the business premises) and the business’s credit history.
There are quite a few risks involved in this type of purchase, so you will need warranties from the seller.
Business and asset acquisitions
When you make an asset acquisition you do not take on a business’s liabilities, unlike with a share acquisition. However, you will be responsible for the employees of the business. Their employment terms must remain the same under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (known as ‘TUPE’).
With this type of acquisition, you will not automatically take on the lease of the business premises.
When the management of a company takes over ownership from the current owners this is called a management buyout (or ‘MBO’). This often happens when the owner or owners of a business retire. Sometimes a parent company sells a subsidiary to managers because it is no longer part of the parent company’s core business.
Our mergers and acquisitions team provides legal advice to both business owners and managers.
Funding for acquisitions
Our acquisition solicitors can assist you with the financial aspects of management buyouts and management buy-ins.
This includes advising on the following:
Senior debt. This is money a company must repay to a creditor if it goes out of business. This is ‘high-priority’ debit which means it is prioritised over junior debt.
Junior debt. A loan secured by a company’s assets is a junior debt. If a company cannot pay a creditor, then the assets can be sold to pay off the loan. Junior debt can only be settled once senior debt has been paid.
Mezzanine financing. This is a hybrid between debt and equity financing. The creditor can convert the debt into an equity interest in the business if the debt is not repaid.
We can talk to you about creditor priority issues and security structures, helping you to understand the risks involved in different scenarios. We can also help you to choose a funding structure that is best for your business in terms of risk, flexibility and practicality.
If you need to negotiate further funding after an acquisition to support the growth of your business, we can advise you.
When two parties collaborate to achieve a common business goal this is a joint venture. Our solicitors can advise you about all aspects of joint venture agreements.
If you decide to restructure your business to make it more profitable or as part of an exit strategy please speak to our corporate restructuring solicitors. We can work in partnership with you to ensure your restructure is successful and your company is compliant with laws and regulations.
Businesses can merge to create a partnership that does not necessarily involve a financial transaction. Partners receive a percentage of the new business created from the merger. Our solicitors can draw up a partnership agreement that is tailored to your business plans.
Our solicitors can advise you whether you are buying a business or selling a business.
We manage every stage of a sale or purchase including negotiations, drafting and reviewing contracts, due diligence, protecting confidential business information and more. We will work proactively to ensure your transaction runs efficiently from start to finish by anticipating problems and solving them promptly.
Who we help
Parkinson Wright corporate lawyers support a range of corporate clients with merger and acquisition transactions. This includes private businesses, public companies, private equity companies, financial institutions, individual business owners and investors.
However complex or straightforward your transaction, our team can work with you to meet your business goals.
Why choose Parkinson Wright merger and acquisitions solicitors?
Mergers and acquisitions can be complex, but our solicitors have particular expertise in this area. We regularly act for businesses of all sizes across a range of industry sectors. We can advise you on all aspects of your transaction including employment law, property law, intellectual property, tax and more.
Our specialist lawyers can work closely with you offering pragmatic and professional advice when you need it. We will make sure your interests are fully protected in negotiations.
Parkinson Wright corporate team have a number of accreditations, so you can rest assured you will receive expert legal advice and the highest level of customer service.
Solicitors Regulation AuthorityRegulated and authorised by the Solicitors Regulation Authority (SRA).
Lexcel Quality MarkWe have achieved the Law Society’s Lexcel Legal Practice quality mark, which sets the standard for client care.
Get in touch
We offer a Free Initial Assessment, so you can call us without charge or obligation to discuss how we can assist you with negotiating or drafting a joint venture agreement.
To arrange your Free Initial Assessment at a time convenient to you please call 01905 401 893.