Share Purchases

Borneos has considerable expertise in guiding our clients through both company share and business asset transactions, all the way from small owner-managed businesses up to multimillion pound group companies. We understand the commercial realities that you face, as well as the legal issues that complex corporate transactions entail.

The first important decision in any transaction is whether the company itself is going to be acquired through the purchase of its shares, or whether the company will remain with the existing shareholders and instead sell the assets it uses to operate its business, often to another newly formed company. The choice depends on numerous factors, not least the tax implications for both parties.

If a purchaser seeks to acquire the share capital of a company, it is essential to ensure that thorough enquiries are made concerning the company’s history. Unless specific assets or liabilities are hived off beforehand, the purchaser will acquire the company with all its obligations as it stands.

We work with our clients and their accountants to provide comprehensive due diligence reports into the background of target companies so that all the potential issues are known ahead of the contract negations. For instance, it is particularly important to ensure that any commercial contracts or licences entered into by the company do not have 'change of control' provisions allowing the other party to terminate them as a result of the purchase.

In order to protect the purchaser, it is usual that the warranties given by the vendor in a share transaction will be more detailed than in an asset based transaction. An additional tax deed is often included. We work closely with our clients, whether they are the purchaser or the vendor, to negotiate the contract and the warranties.  We provide the clarity and security required to protect their commercial interests.

We continue to support our clients after completion providing advice on issues from company restructuring to company secretarial services. We also work with accountants and auditors to help organise the company in the most tax efficient way possible.

 

 

If you would like to discuss how we might help you, please:

 

• call any of our office numbers listed at the bottom of this page;
• contact one of our specialists direct by clicking on their name below; or
• complete our enquiry form
  

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Members of our team specialising in this area:

Ken Borneo, Andrew Kerr, Mark Thompson

Jordan Glackin, Ian Jenkinson, David Pilgrim