Initially, you should obtain expert legal and accountancy advice to assist you to structure the deal and guide you through the process. For example, you will need to review whether the purchase will be structured as an ‘asset purchase’ or a ‘share purchase’.
What is the typical process?
The process will commence with the preparation of ‘heads of terms’ to outline the key terms of the transaction. The buyer will then undertake a review of the business before the terms of the transaction documents are agreed and finalised.
What is due diligence?
It is vital you have familiarised yourself with the business, particularly if you are going to undertake a ‘share purchase’ as you will acquire the business on a ‘warts and all’ basis. The due diligence process will enable you to identify any liabilities or issues that could impact the profitability or reputation of the business. Key areas to review include:
- Employment matters – including contracts, policies, disciplinaries, grievances and any claims.
- Regulatory issues – you will need to satisfy yourself that there are no historical or current regulatory issues.
- Property – if the business operates from different premises you will need to understand the property ownership arrangements and the terms of any leases.
- Disputes – does the business have any issues with its customers, and are there any potential disputes which could impact reputation or finances?
- IT systems – assess whether the systems are adequate and understand contractual arrangements.
- Intellectual Property Rights – what IPR is being used by the business, e.g. trademarks and domain names?
- Health and safety – the systems in place and records of any incidents.
It is also advisable for your accountant to undertake a financial due diligence exercise.
For more information, email cevans@morganlaroche.com
