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Demystifying
Mergers & Acquisitions

Don’t get caught out!

Welcome to M&A Deconstructed Series III

Take your business sale to the next level

Learn from experienced M&A professionals discussing just what it takes to get a transaction across the line. Learn how to sidestep the dangers, navigate the ups and downs, and reach your ultimate goal.

Pre-Sale Due Diligence in M&A transactions

What is pre-sale due diligence? Recommended for sellers to conduct before going to market to identify and address any potential issues. Some common ones that can arise during due diligence include; problems with the share register, ownership of intellectual property, and compliance with data protection regulations and more.

Property in M&A transactions

Is is typical for property to be sold with the company? What issues can arise? Are buyers always interested in acquiring the property? Understand complexities of structuring deals involving the property, potential tax implications, occupational leases, raising debt on the target property, dilapidations, and environmental concerns.

Warranties and Indemnities in M&A transactions

The difference between warranties and indemnities. Link to share sale and purchase agreement. Why these should be heavily negotiated. What happens if the warranty is untrue or misleading? What sort of remedies would a seller be exposed to? How likely and how do claims work? Plus potential use of warranty & indemnity insurance.

Looking to Sell Your Business – Where to Start

For business owners have not sold a company before, What’s the process of selling a company? Who to approach? What to expect? What is the relevence to size of the business? What type of support is needed for EBITDA sub £1M, vs over £1M. How is valuation determined? How long does it take?

DON’T MISS PREVIOUS SERIES

M&A Deconstructed Series I Topics:

Introducing M&A Process & Terminology

What is EBITDA?

What are Heads of Terms?

What is Due Diligence?

Equity Share vs Asset Sale

Completion Accounts vs Locked Box

M&A Deconstructed Series II Topics:

What is a Sales & Purchase Agreement (SPA)?

M&A Warranties, Representations & Indemnities

Getting Paid: Earn-Outs, Deferred Payments & Vendor Loans

What could Derail a Company Sale?

How much does it Cost to Sell a Company?

5 Insider Tips for a Successful Company Sale

Brought to you by

Your Team

Meet your M&A experts

Nick Davies

PARTNER | M&A SOLICITOR

Steele Raymond LLP Solicitors

Nick acts for a wide range of business clients across various sectors, advising on complex corporate transactions including company sales, purchases and mergers.   

Nick also advises on on mergers, de-mergers and re-organisation.

Justin Levine

MANAGING DIRECTOR

The NonExec Limited

Justin leads a boutique exit advisory firm specialising in manufacturing, technology, IT, digital, healthcare, wholesale and distribution markets. With the support of a 15-strong virtual team of analysts and researchers, he helps private business owners with growth and exit strategies.

Shaun Guppy Partner Corporate Team Steele Raymond LLP
Shaun Guppy

PARTNER | M&A CORPORATE

Steele Raymond LLP Solicitors

Shaun has experience in business and company sales and purchases, company de-mergers, establishment of joint-venture companies, banking and finance together with advising and drafting terms and conditions and commercial contracts.

Johanna Hammersley Senior Associate Solicitor - Commercial Property Team Steele Raymond LLP
Jo Hammersley

SENIOR ASSOCIATE SOLICITOR | COMMERCIAL PROPERTY

Steele Raymond LLP Solicitors

Johanna has significant experience in advising on a wide variety of commercial property work including freehold / leasehold acquisitions, landlord & tenant matters and also specialises in property pension investment transactions.

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