Business sale, purchase and merger
Members of our corporate and commercial team understand that sales, purchases and mergers are business transactions involving a myriad of legal and commercial issues, the meaning of which may not be immediately obvious to the parties.
To ensure a successful outcome to transactions of this nature, it is crucial that all aspects of the transaction be thoughtfully considered, accurately evaluated and appropriately documented.Issues that must be addressed:
- Determining the primary goals of the parties;
- Identifying precisely and comprehensively what is the subject matter of the transaction;
- Identifying the liabilities of the business, and the impact of these liabilities on the transaction;
- Determining the taxation and revenue implications of the transaction;
- Identifying and addressing appropriately intellectual property issues;
- Identifying and addressing appropriately issues concerning employees of the business;
- Ensuring that all contractual rights of the business are identified, and that the vesting of these rights in the purchaser is appropriately addressed;
- Ensuring that all contractual obligations of the business are identified, and that the vesting of these rights in the purchaser is appropriately addressed;
- Negotiating restraint of trade provisions that are appropriate;
- Ensuring compliance with provisions of relevant company constitutions and shareholder agreements; and
- Identifying and appropriately dealing with confidentiality and privacy issues.