Company purchase & sale solicitors

A share sale transfers ownership of the entire company, including its assets, contracts, employees, and liabilities. That makes due diligence, disclosures, warranties, and the share purchase agreement central to the transaction. We work with business owners, investors and management teams to provide focused, practical advice throughout the process.

If you are considering buying or selling shares in a company, we can help you prepare and structure the transaction effectively.

What a share sale involves

A share purchase transfers ownership of the company itself, rather than specific assets. This structure is common where continuity matters, such as regulated businesses, established SMEs or companies with safeguarding, licensing, intellectual property or contractual frameworks that rely on stability.

Our solicitors advise on the implications of buying a company with its trading history and obligations, ensuring you understand the liabilities being assumed or transferred.

Due diligence and risk management

Comprehensive due diligence allows buyers to assess financial performance, identify operational risks and understand existing contracts, liabilities and regulatory responsibilities. For sellers, it helps present the business clearly and avoid issues later in the transaction. We tailor our due diligence to the business, highlighting areas that require protection or further negotiation.

Share purchase agreements (SPAs)

The SPA is the core document governing the transaction. It records the commercial terms and sets out the responsibilities and protections for each party. We advise on key provisions, including:

• Purchase price and payment structure.
• Warranties and indemnities.
• Limitation of liability.
• Conditions to completion.
• Restrictive covenants.
• Intellectual property and data protection.
• Post-completion obligations.

Each agreement is drafted to protect your position and support a smooth completion.

Warranties, disclosures and indemnities

The warranty and disclosure process ensures the buyer has a complete and accurate picture of the company’s condition. Indemnities are used to allocate specific risks identified during due diligence. We guide you through these components to ensure protections are clear, practical and aligned with the findings of the transaction.

Working alongside your advisers

Company transactions often involve tax advisers, accountants, corporate-finance specialists and lenders. We work closely with your wider advisory team so that the legal, financial and tax elements align and the deal is completed on a sound commercial footing.

How our company purchase and sale solicitors can help

Our corporate team provides focused support across all stages of a share sale or acquisition, from early planning and due diligence to negotiation and completion. We ensure the documentation is consistent, the key risks are addressed and the transaction progresses efficiently and securely.

We have solicitors in London, Brighton, Bath, Eastbourne, Hastings and Ulverston, and we work with business owners locally and nationally.