Business Sales and Purchases

We have substantial experience in the drafting, negotiation and settlement of business sale & purchase agreements. We act for clients of all sizes, from mum & dad small businesses to large public companies. Our sector experience includes retail, franchise, wholesale & distribution, services, online, manufacturing, transport, farming & resources.

Buying

Are you purchasing a business? Amongst other things, you should consider:

- the terms of the contract of sale provided by the seller or agent;
- the most appropriate entity to the purchase the business;
- whether you will need to have the business premises lease assigned to you;
- is there any vendor finance to be provided;
- other key agreements that should be assigned to you;
- whether the seller or other key persons should be restrained from competing against you;
- any other special conditions included in the contract; and
- whether the assets of the business are encumbered.

Where there is a lease involved we deal with the landlord and seller to ensure that the premises lease is assigned to you (or where applicable, we can convey the premises to you). Our property, franchising, employment and other experience allows us to offer you complete advice in relation to your business purchase.

Selling

Are you selling your business? Amongst other things, you should consider:

- special terms you might want included in the contract of sale;
- any representation or warranties you have made or which may be implied;
- whether vendor finance is to be provided and what security you will take;
- any restraints of trade that have been proposed; and
- capital gains tax.

We are also experienced in the drafting, negotiation and completion of share sale agreements. Share sales are often conducted for tax planning reasons and can be more complex than simple business sales. They often involve the seller providing warranties for any ‘skeletons in the closet’ that may become the responsibility of the purchaser.