Buy or Sell Online Business

When buying or selling a Technology business, we provide expert legal help to guide you through the process by:

• Advising on any exclusivity required so the buyer carries out due diligence and negotiates terms of sale secure in the knowledge that the seller will not negotiate with other parties.
• Protecting Seller confidential information so the buyer does not misuse the information it has access to during due diligence.
• Advising on asset purchase and share purchase agreements
• Due diligence fact finding with other advisers to ensure the business is worth what you are paying for it (if you are the buyer) and to advise whether buying the shares or just buying its business assets would suit your requirements best.
• Advising and assisting with the letter of intent.

Due Diligence work would include:

• Examining and advising on the Intellectual Property Rights of the Seller (such as trade marks, patents or design rights) which would be needed by the buyer.
• Reviewing key contracts with third parties such as Agency, distribution or franchise agreements, as well as terms & conditions of sale. Enforceability of these will be vital to the future success of the business.
• The Employment contracts and Directors service contracts, and how TUPE would apply
• Insurance policies
• Records filed with Companies House.
• If you are buying shares you will often acquire the company with tax liabilities and these need to be identified precisely and often a Tax Deed will need to be obtained from the Seller - so that you are indemnified against unforeseen or unexpected tax demands after completion of your purchase).
• Ascertaining whether the business is party to any litigation or threat of litigation.

Warranties and Indemnities

• The replies to enquiries from the Seller will help us to determine whether any of them should form the basis of warranties by the Seller in the Share Purchase or Asset Purchase Agreement.
• If you are buying a company which is involved in ongoing litigation we will help you decide whether to withdraw if the litigation seems too risky, whether to defer proceeding until it is resolved or if that is not viable proceed on the basis that the price is reduced by the seller to reflect the risk or on the basis that part of the price is held back by you to be released only upon a satisfactory outcome.

Well before selling your technology or internet business, we recommend commissioning a Pre-sale Health Check so you avoid unnecessary stress and delays during the actual due diligence.

What Next?

If you need legal work please call us on +44 (0)20 7700 1414 or if you prefer send us an enquiry using the form below. Depending on your requirements we may suggest a free meeting. This is often the best way to assess whether we would be the right firm for you, and to understand the work involved, your priorities, attitude to risk, and desired timescales.