Mergers And Acquisitions Solicitors

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If you are involved in the merger or acquisition of a company, you need an experienced solicitor who understands complex business transactions. You will find them on our website. (more...)

Mergers and Acquisitions – the basics

A business may be acquired by way of share purchase or asset purchase. Under a share purchase, the buyer takes over ownership of the company carrying on the business (the target company), which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them). Under an asset purchase, the buyer selects the assets and liabilities it wishes to acquire from the seller (explicitly excluding those which it does not wish to acquire) and purchases them, together with the business in which those assets are used. It does not acquire the company carrying on the business. An asset purchase is therefore also commonly known as a 'business purchase'.

A decision to proceed by way of share purchase rather than asset purchase will be influenced by an assessment of several factors, including:

  • the nature and quantity of assets employed in the target company’s business
  • any difficulties associated with acquiring key assets individually (e.g. where third party consents may be required)
  • the liabilities of the target company, and
  • the tax treatment of the alternative structures

A seller will generally prefer to sell shares rather than assets. A share sale relieves it of all liabilities (known and unknown) associated with the target company. However, for an agreed period following the sale of the shares, the seller will remain liable to the buyer with respect to the target company's business and affairs pursuant to the warranties and indemnities negotiated as part of the transaction (subject to specific agreed limitations on the seller's liability). By contrast, a buyer may prefer to avoid any risk of acquiring unknown or unquantifiable liabilities by careful selection of the assets and liabilities it will acquire.

Find an experienced corporate law solicitor

Mergers and acquisitions can often end in dispute. With so much money at stake, you need the best legal advice available. We have carefully selected the best mergers and acquisitions solicitors in your area to help you achieve your commercial ambitions.

Start your search with us today.


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Francis House Trustees Limited Languages: English Address: 9th Floor, 1 New York Street, Manchester, Greater Manchester, M1 4HD, England Tel: 0844 5610011 No reviews yet
Walker Morris Trustees Limited Languages: English, French Address: Kings Court, 12 King Street, Leeds, Kent, LS1 2HL, England Tel: 0113 283 2500 No reviews yet
Baxter Healthcare Limited Languages: English Address: Wallingford Road, East Ilsley, Berkshire, RG20 7QW, England Tel: 01635 206 000 No reviews yet
Canaccord Genuity Limited Languages: English, French, Portuguese, Spanish Address: 88 Wood Street, London, Greater London, EC2V 7QR, England Tel: 0207 050 6500 No reviews yet
Vita (Group) Unlimited Languages: English Address: Rex House, 4th Floor, 4-12 Regent Street, London, Greater London, SW1Y 4RG, England Tel: 02033562919 No reviews yet
Future Law Limited Languages: English, French Address: Lowerfield Barn,, Yarde Farm, Handy Cross, Somerset, TA4 3JB, England Tel: 0844 209 8500 No reviews yet
Unisys Ltd Languages: English Address: 51-55 Gresham Street, London, Greater London, EC2V 7EL, England Tel: 020 7526 6100 No reviews yet
Foster & Partners Limited Languages: English Address: 3 Riverside Albert Wharf, 22 Hester Road, London, Greater London, SW11 4AN, England Tel: 0207 738 0455 No reviews yet
M&r Secretarial Services Limited Languages: English Address: 78-84 Colmore Row, Birmingham, West Midlands, B3 2AB, England No reviews yet
M&r Secretarial Services Limited Languages: English Address: 9th Floor, 1 New York Street, Manchester, Greater Manchester, M1 4HD, England Tel: 0844 5610011 No reviews yet
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