Fixed-fee M&A and corporate law for UK SMEs

Buying or selling a business, restructuring shares or agreeing a contract: I handle it from heads of terms to completion, with the price agreed up front wherever possible. Malcolm Zoppi, Partner at Kingsley Wood, a City of London law firm.

5.0 average from 90+ five-star reviews

  • Fixed fees. A written quote before any work starts, so there are no surprise invoices.

  • Fast turnarounds. I return work in days, not weeks.

  • 250+ deals. Share and asset purchases, business sales, fundraises and shareholder arrangements for UK SMEs.

What I can help with

Three areas of work, each handled from start to finish and each quoted as a fixed fee wherever possible.

Malcolm Zoppi
Malcolm Zoppi on the golf course

M&A Lawyers

Buying or selling a company? I handle the deal from heads of terms to completion, acting for buyers and sellers of UK SMEs on fixed fees.

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Corporate Lawyers

Company law for UK SMEs, handled from start to finish on a fixed fee: share transfers and new share classes, articles of association, director changes, buybacks and the Companies House filings that go with them.

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Commercial Lawyers

Commercial contracts for UK SMEs: a bespoke contract drafted for your business, a red-flag review of one you have been sent, or amendments to an existing agreement, at a fixed fee.

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No client questionnaires. No onboarding forms.

I speak with you to understand what you need, then handle it on your behalf: drafting the documents, negotiating with the other side and dealing with Companies House, with a clear update at each step.

Over 300 clients advised, 90+ five-star reviews

Verified reviews from clients on Google and Facebook, collected independently by Trustindex.

5.0 average from 90+ five-star reviews

Recent deals

Share and asset purchases and sales for UK SMEs, written up so you can see how a deal like yours actually runs.

Buying a second lettings agency: repeating the clawback structure in Durham

The same buyer's second acquisition in two months: a Durham agency bought by asset purchase with seller finance and a landlord-retention clawback

Asset purchaseProperty

Buying a butcher's business through an SPV: why the sellers walked away over security

A first-time buyer leaving employment to buy a Hatfield butcher's business for a mid six-figure sum, and a deal that ended over the sellers' security

Share purchaseRetail and e-commerce

Buying a property-holding company: cash-free debt-free share purchase with a limited-scope due diligence

A family business acquiring the company behind two commercial properties, with the due diligence scoped to corporate and property only

Share purchaseProperty

Free guides to how a deal works

Over 230 plain-English videos on buying and selling a business, shares, contracts and running a company. Every video has a written guide.

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5:55

Biggest mistakes buyers make when buying a business: price, warranties and the seller

Malcolm explains the three biggest mistakes he has seen buyers make when acquiring a business: not adjusting the price through completion accounts, relying on a template SPA without proper warranties, and failing to build a working relationship with the seller.

9:45

Share purchase agreement explained: what goes into an SPA and how the price is structured

Malcolm explains what a share purchase agreement does, how it differs from an asset purchase agreement, the three provisions that matter most (price, restrictive covenants, warranties and tax covenant), how the price is usually deferred and adjusted, and one tip each for buyers and sellers.

8:26

Earn-outs explained: how they work in a business sale and the pros and cons for each side

Malcolm explains what an earn-out is, why it is used to bridge a valuation gap, and the advantages, disadvantages and dispute risks for buyers and sellers, with his tips for each side.

Guides to buying, selling and running a company

Plain-English articles on the questions clients ask most, from due diligence to shareholders’ agreements.

Property Due Diligence When Buying a Business: A UK Solicitor’s Complete Guide

Property due diligence is one of the most under-appreciated areas of buying a business in the UK. In my years advising SME buyers, I have seen deals collapse weeks before completion because nobody asked fundamental questions like: can the business actually stay where it is? This guide walks you through the legal, contractual and economic […]

Differences between Referral Agreements, Sales Agency Agreements, and Distribution Agreements

Understanding the differences between Referral agreements Sales agency agreements and Distribution agreements is crucial for any business looking to grow and expand its reach through third parties. Each type of contract establishes a legally binding relationship between parties, but they operate under distinct legal frameworks. A distribution agreement outlines the specific terms and conditions of […]

What is a Software as a Service (SaaS) Agreement

What is a Software as a Service (SaaS) Agreement and why is it crucial for modern businesses operating in the digital economy? SaaS agreements, or software as a service agreements, are legal contracts that outline the terms and conditions for the use of software provided as a service (ie hosted on the supplier’s servers and […]

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