Sales, Acquisitions & Restructuring Solicitors
Whatever the size or type of your business, when crucial decisions have to be taken you will need legal advice you can rely on.
Whether you are thinking of retiring, selling your business, acquiring a competitor or branching out into another market, you can rely upon our commercial team to guide and assist you through the entire process.
Business Restructuring Services
- Acquiring another business or company
- Merging your business with another
- Joint ventures
- Asset purchase or sale
- Share purchase or sale
- Employment law compliance- transfer of staff.
- Management buy out as seller or buyer
- Raising capital
- Protection from liabilities
- Planning your exit
- Ensuring that you receive the appropriate financial returns.
We can help you
Curwens will provide you with advice to ensure that whether you are buying, selling or expanding your company, you can achieve the best result. Whether it's preparing intricate documentation or handling delicate negotiation, you can be assured that your transaction is in good hands.
Call us now to speak to one of our expert advisors or Request a Call Back.
The costs of employees including salaries, benefits and accrued holidays are apportioned at the date of completion and therefore you will only pay for holidays due after completion. You should note that the contracts of employment will set out what holidays are due for each employee, however the statutory minimum is 5.6 weeks paid holiday including bank holidays.
All employees have statutory rights and the terms of their employment will be implied into their contracts by statute and common law. You should note that employees have a right to written terms of employment and therefore, you should arrange for this to be done as soon as possible after completion
One of the completion documents will be an assignment of the goodwill and contracts of the business which means you as the purchaser, will have the right to stand in the shoes of the seller after completion and complete the contracts currently in place.
Some contracts do require the consent of third parties for them to be assigned or transferred to a purchaser, such as leases, hire purchase contracts and distribution agencies. Consent can be obtained from the third parties involved either running up to completion or after completion. If consent is being sought after completion, the purchaser will be dealing with the contract as trustee for the sellers until such time as consent is obtained.
No, you are free to choose who you purchase your supplies from after completion and can change suppliers if you so choose. However, any current supply contracts should be checked to ensure there are no penalties for terminating them.
If there is no requirement to continue to supply pursuant to any contract in place with the Target, then you will need to find an alternative supplier.
It is for the purchaser to negotiate with the seller prior to completion as to what assets and/or liabilities the purchaser is to take on following completion. Most assets that are subject to lease hire contracts are usually vital to the smooth running of the business and therefore, a purchaser will need to take these liabilities on following completion.
You can avoid the risk of this happening by ensuring that the contract contains fair and reasonable non-competition restrictions setting out what the seller cannot do following completion.
The Deed of Assignment of goodwill and other related contracts will be worded in such a way that the business name is included in the purchase and the seller agrees to transfer the business name to you. The wording in the contract will include a restriction on the seller using the same name or a similar name following completion.
LA tenant who has complied with the terms of the lease has a right of renewal unless:
- The Landlord can show that he intends to redevelop;
- The Landlord offers suitable alternative accommodation; or
- The Lease takes away the renewal rights (this is rarely the case with retail/catering leases).
Usually the Lease will state that the Landlord cannot unreasonably withhold consent, however, the Landlord will ask to review any accounts of the prospective buyer of the Lease and ask for references on that prospective buyer. The Landlord may also ask for a rent deposit to be paid.
In most Leases, the rent review clause has a provision that the rent is increased to the market rate at the time. However, if the market rate has dropped since the previous review, the rent will not usually be reduced.