Business Sales & Purchases
Buying or selling a business is more than a transaction
A business can represent years of work, significant financial investment and, for many owners, an important part of their future plans.
For a buyer, acquiring a business means understanding exactly what is being purchased, the obligations being assumed and whether the legal arrangements support what the buyer intends to do.
For a seller, a successful transaction requires careful preparation, a clear agreement and an understanding of what obligations may continue after completion.
At Watt & Severin, we assist buyers and sellers with business transactions from the early stages of negotiation through to completion.
How can we help?
Buying a Business
Contract advice, legal due diligence and assistance throughout the acquisition.
Selling a Business
Preparing for sale, negotiating the contract and managing the transaction through to completion.
Buying a Business
Understand exactly what you are buying
Buying an existing business can offer significant advantages, but it is important to understand what is included in the transaction and what obligations you will be taking on.
The business may include assets, equipment, stock, intellectual property, contracts, licences, employees, goodwill and the right to occupy premises.
The legal arrangements surrounding each of those things can affect the value and operation of the business after completion.
Where possible, we recommend obtaining legal and accounting advice before signing a contract or making an unconditional commitment to purchase.
Contract review and negotiation
The business sale contract establishes what you are buying, what the seller must provide and the conditions under which the transaction will proceed.
We can review the proposed contract, explain its terms and identify matters that may require further investigation or negotiation.
Depending upon the business, this may include:
the assets included in the sale;
stock and stocktake arrangements;
intellectual property and business names;
existing contracts;
licences and approvals;
employees and employee entitlements;
restraints applying to the seller;
warranties given by the seller;
finance and other conditions;
the business premises and lease arrangements;
adjustments at completion; and
obligations that continue after completion.
Legal due diligence
A contract tells you what the parties have agreed. Due diligence helps you investigate what you are actually acquiring.
The appropriate investigations depend upon the particular business.
We can assist with legal due diligence and review relevant contracts, leases and other documentation affecting the operation of the business.
Financial, taxation and accounting due diligence is equally important. We encourage buyers to involve their accountant early so that the legal and financial investigations can inform each other before the buyer becomes unconditionally committed.
The business premises
If the business operates from leased premises, the lease can be fundamental to the acquisition.
There is little value in purchasing a location-dependent business without being satisfied that you will have an appropriate right to occupy the premises after completion.
The transaction may require an assignment of the seller's existing lease or the negotiation of a new lease with the landlord.
We can review the leasing arrangements and coordinate the lease requirements with the business purchase so that the two transactions work together.
From contract to completion
Once the contract is signed, there may be a number of conditions and steps that need to be completed before the business changes hands.
We manage the legal aspects of that process, monitor important dates, liaise with the other parties and their advisers and prepare the transaction for completion.
Considering buying a business? Talk to Watt & Severin before you sign.
Selling a Business
Preparation can make the sale process easier
A prospective buyer will want to understand what they are purchasing.
Having the legal documentation relating to the business organised before negotiations become advanced can help identify issues early and make the transaction easier to progress once a buyer is found.
Depending upon the business, preparation may involve considering:
the business structure and ownership of the assets;
the premises and lease;
key contracts;
intellectual property;
licences and approvals;
employees;
equipment and other assets;
stock;
securities affecting business assets; and
matters that may need to be addressed before completion.
Your accountant should also be involved early so that the financial and taxation consequences of the proposed sale can be considered before the transaction is structured.
Preparing and negotiating the contract
The contract should accurately reflect what is being sold and the commercial agreement reached between the parties.
We can prepare or review the sale contract, negotiate its legal terms and help ensure that the documentation reflects the proposed transaction.
Particular attention may need to be given to warranties, restraints, employee arrangements, stock, adjustments, conditions of the sale and obligations continuing after completion.
What happens to the premises?
If the business operates from leased premises, arrangements with the landlord can be critical to the transaction.
The buyer may need to take an assignment of the existing lease or enter into a new lease.
Landlord consent and other leasing requirements can take time, so these issues should be identified early rather than left until the proposed completion date.
We can manage the leasing aspects of the transaction alongside the business sale.
Obligations after the sale
Selling the business does not necessarily mean every obligation ends on completion.
The contract may impose continuing obligations concerning matters such as restraints, confidentiality, warranties, assistance during a handover period or other agreed arrangements.
We explain those obligations so that you understand not only what needs to happen to complete the sale, but what will be expected of you afterwards.
Through to completion
Once the contract is signed, we manage the legal requirements of the transaction, contractual conditions and completion process.
If an issue arises along the way, we advise you about its effect and the available options.
Thinking about selling your business? Talk to us early in the process.
Business transactions involve more than lawyers
A successful business transaction often requires legal, accounting, taxation and financial considerations to work together.
We do not attempt to replace the role of your accountant or financial adviser.
Instead, where appropriate, we work with your other professional advisers so that the legal structure and documentation reflect the broader transaction you are trying to achieve.
If you do not yet have the professional advice you need, we can discuss what other input may be appropriate before you proceed.
Involve us early
There is usually more flexibility to address an issue while a transaction is still being negotiated than after a contract has been signed.
If you are considering buying or selling a business, speak with us early.
Tell us about the business, the proposed transaction and what you are trying to achieve. We can help identify the legal issues and guide you through what happens next.
Talk to Watt & Severin about buying or selling a business.