Mergers, Acquisitions and Disposals

An experienced commercial solicitor is essential for a business asset sale or purchase.

The JPP Law team,  has vast amounts of experience on both the business sale and business purchase side will do what it takes to get the deal over the line. We are accessible, responsive and commercially astute.

From drafting and reviewing contracts to conducting due diligence and managing compliance, our expertise safeguards against potential risks and disputes.

Our skilled team will facilitate smooth negotiations, protect your rights, and ensure all aspects of the deal are addressed and properly documented. We will ensure the transaction is legally sound and aligned with your best interests.

Find out more about Asset Sale and Purchase.

Share sales involve transferring ownership of a company, including its assets, liabilities, and ongoing obligations, making it crucial to address complex legal and financial considerations.

Depending on which side of the sale you sit, our skilled business sale or business purchase solicitors will draft and review agreements and ensure compliance with regulatory requirements. 

We will also  provide valuable advice on warranties, indemnities, and tax implications, protecting your interests and minimising risks. 

Engaging a knowledgeable solicitor for a share sale or purchase is vital to ensure a seamless and secure transaction. JPP Law can help. 

You may want to read: Share Sale v Asset Sale

Mergers involve the consolidation of ownership and operations, often requiring complex negotiations, regulatory approvals, and detailed agreements. 

Our skilled business mergers & acquisitions lawyers will conduct due diligence to uncover potential risks, draft and review the necessary legal documentation, and, alongside other professionals such as accountants,  address tax and compliance considerations.

Our expertise will help to mitigate disputes, safeguard stakeholder interests and streamline the merger process, allowing you and your team to focus on achieving the strategic goals of the newly unified business.

A demerger separates a company or group into two or more independent businesses. It is often used to split out different trading divisions, allow shareholders to go their separate ways, ring-fence valuable assets from riskier activities or prepare part of the business for sale.

There are several ways to structure a demerger, including a capital reduction demerger, a liquidation demerger and a dividend demerger. Each route carries different legal, accounting and tax consequences, so choosing the right structure from the outset is essential.

Our skilled commercial solicitors will work alongside your accountants and tax advisers to identify the most suitable structure, prepare the necessary board and shareholder resolutions, manage the transfer of assets, contracts and employees, and apply for any HMRC tax clearances required.

We will handle the process from start to finish, ensuring each business is properly set up to move forward independently with minimal disruption. JPP Law can help.

Find out more about our Demerger Solicitors.

In seller financing (also known as vendor financing), the seller extends credit to the buyer to purchase the business. The buyer then repays the seller over time, typically with interest. This arrangement can bring many benefits. It can increase the number of potential buyers, offer more negotiable terms and potentially expedite the buying process.

However a business sale with seller finance is not without complexities which means instructing a commercial solicitor with experience and expertise in this type of sale is essential. You will require strategic advice and great negotiation skills.

JPP Law specialises in advising both buyers and sellers through every stage of the process ensuring that all legal and financial elements are clearly defined and effectively managed. 

Find out more about seller finance. 

A share buyback (also known as a company purchase of own shares) is legally complex and must be carried out in strict compliance with UK company law. 

At JPP Law we provide clear, tailored legal advice to businesses considering a share buyback. Whether you’re looking to buy back shares from a departing shareholder, manage succession in a family-owned company, or return surplus capital to investors, we ensure the transaction is handled correctly from start to finish and formalised with a water-tight share buyback contract.

Find out more about share buyback advice.

EOTs have become a more familiar succession planning option for owners who want to exit, preserve the business, and benefit from significant tax advantages. 

If you are considering an EOT, book a free consultation with a specialist Employee Ownership Trust solicitor who can talk through the structure, the tax points and the practical steps involved, so you can decide whether it is the right exit route for you.

Find out more about our  Employee Ownership Trust solicitors.

Do you need a solicitor to sell a small business?  

The honest answer is not necessarily, but it’s highly recommended.  When selling a small business, many business owners understand the need for legal advice but are concerned about legal fees.  

At JPP Law we recognise the need for small business owners to have access to legal support when it comes to selling. JPP Law now offer a small business sale service that won’t break the bank.  

Find out more about selling a small business.

Our team handles business sales and purchases every day, mostly for SMEs and larger companies.

But we understand how hard it can be for smaller buyers to find cost-effective help.

Our small-business purchase Service bridges that gap for people who are buying a small business. 

For a simple, fixed fee we cover the key legal work while routine admin stays with you (following our step-by-step guidance). You stay in control, costs stay predictable, and the deal moves forward smoothly.

Find out more about buying a small business. 

A scheme of arrangement is a court-approved process under the Companies Act 2006 that allows a company to reach a binding agreement with its shareholders or creditors. It is commonly used for takeovers, group reorganisations, restructurings and the insertion of a new holding company.

Once approved by the required majority of shareholders or creditors and sanctioned by the court, the scheme binds everyone in that class, including those who voted against it. This makes it a highly effective way to achieve certainty and acquire 100% of a company.

However, schemes are procedurally demanding. They involve strict timetables, two court hearings, detailed explanatory documentation and, for many takeovers, compliance with the Takeover Code. Instructing a commercial solicitor with experience of this process is essential.

Our experienced team will advise on whether a scheme is the right route for your transaction, prepare the scheme document and supporting paperwork, and guide you through every stage of the court process, protecting your interests and keeping the deal on track.