Buying a business
We advise buyers on acquiring businesses with a clear focus on identifying risk, protecting value, and structuring transactions on commercially sound terms. From initial discussions and heads of terms through to completion, we help you understand what you are acquiring, assess exposure, and ensure the deal is documented in a way that safeguards your position.
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How we support buyers acquiring a business
We advise buyers throughout the acquisition process, focusing on identifying risk, understanding what you are acquiring, and ensuring the transaction is structured and documented to protect your position.
- Assessing the structure of the acquisition (asset vs share purchase)
- Legal due diligence to identify liabilities and exposure
- Drafting and negotiating the sale agreement and key protections
- Managing completion and post-completion requirements
Buying a business involves more than agreeing a price. The structure of the transaction, the results of due diligence, and the way risk is allocated in the documents will determine whether the deal delivers value or exposes you to unexpected liabilities.
Due diligence is used to test what is being acquired, including contracts, employees, property, and any ongoing disputes or obligations. Issues identified at this stage can affect price, require specific protections, or change the structure of the transaction.
We guide you through this process, ensuring that risks are identified early and addressed through negotiation, drafting, and clear legal protections so you can proceed with confidence.
How we guide you through buying a business
Buying a business requires careful control of risk, clear decision-making, and a structured approach. We guide you through each stage of the transaction, ensuring you understand what you are acquiring and how to protect your position.
Initial review and deal structure
We assess heads of terms, advise on whether an asset or share purchase is appropriate, and identify key legal and commercial risks from the outset.
Due diligence and negotiation
We investigate the business, identify liabilities and exposure, and negotiate terms to ensure risks are properly addressed in the transaction documents.
Completion and implementation
We manage completion, ensure documents and funds are handled correctly, and deal with post-completion steps so ownership transfers cleanly and securely.
Key issues when buying a business
Buying a business involves legal, financial, and operational risk. The outcome will depend on how well those risks
are identified, understood, and managed before you commit. Early clarity is critical.
Read our buying a business legal checklist.
What you are actually acquiring
The structure of the deal determines what transfers. In an asset purchase, you select specific assets and
liabilities. In a share purchase, you acquire the entire company with its full history, including hidden risks.
Read more about asset purchase vs share purchase.
Hidden liabilities and exposure
Issues such as tax liabilities, employee claims, contractual obligations, or ongoing disputes may not be
immediately visible but can create significant exposure after completion if not identified early.
Read more about debts and liabilities when buying a business.
Due diligence and risk identification
Due diligence is used to test the business across key areas including contracts, employees, property, and
compliance. The findings will shape price, structure, and the protections required in the agreement.
Read the legal checklist for buying a business.
Contractual protection and risk allocation
Warranties, indemnities, and limitations of liability determine how risk is allocated between the parties.
Clear drafting is essential to ensure you are protected if issues arise after completion.
See the key legal checks before buying a business.
Learn how hidden liabilities can affect a buyer.
Whatever your situation, our solicitors can provide clear, confidential guidance tailored to you.
Whatever your situation, our solicitors can provide clear, confidential guidance tailored to you.
Buying a Business FAQs
Answers to common questions from buyers on risk, due diligence, and structuring a business acquisition.
What is the difference between buying assets and buying shares?
In an asset purchase, you acquire specific assets and choose which liabilities to take on. In a share purchase, you acquire the entire company, including its full history, obligations, and potential hidden risks. The structure has a major impact on exposure and must be assessed carefully.
What is due diligence and why is it important?
Due diligence is the process of investigating the business before committing. It tests contracts, employees, property, finances, and compliance to identify risks. Issues uncovered can affect price, require protections, or change the structure of the deal.
What risks should I be aware of when buying a business?
Common risks include undisclosed liabilities, tax exposure, employee claims, contractual obligations, and ongoing disputes. Many of these are not obvious at the outset, which is why proper investigation and legal protection are critical.
How do warranties and indemnities protect me?
Warranties are statements about the business which, if untrue, may give rise to a claim. Indemnities provide direct protection against specific risks by requiring the seller to compensate you if those risks materialise. Both are central to managing exposure after completion.
How long does it take to buy a business?
Most transactions take between 6 and 12 weeks, depending on complexity, the scope of due diligence, and how quickly both parties progress negotiations and documentation.
When should I involve a solicitor?
You should involve a solicitor as early as possible, ideally before heads of terms are finalised. Early advice helps structure the deal correctly, identify risks early, and avoid issues that can delay or weaken your position later.
Clear, structured advice when buying a business
Buying a business involves legal, financial, and operational risk. Early advice helps you understand what you are acquiring, identify potential liabilities, and structure the deal properly so you can proceed with confidence.
Initial assessment
We review heads of terms, the proposed structure, and the key commercial points to identify early risks and issues.
Clear next steps
You are given a straightforward explanation of the process, including due diligence, documentation, and how the transaction will progress.
Practical transaction support
We handle due diligence, draft and negotiate the legal documents, and ensure risks are properly addressed before you commit.
Ongoing support
If you instruct us, you deal directly with a solicitor who manages timing, negotiation, and completion throughout the transaction.
There is no obligation. Making an enquiry allows you to understand the transaction early and avoid unnecessary risk.
Latest News & Useful Information
One of the biggest concerns when buying a business is whether you will become responsible for existing debts and liabilities. This guide explains how transaction structure affects liability, what risks buyers should look for, and how legal due diligence and contractual protections help reduce unexpected exposure.
When buying a business, one of the biggest decisions is whether to purchase the company itself or only its assets. This guide explains the key differences, potential risks, and the legal factors that can help you decide which option is right for your transaction.
