Buying and selling a business: common questions

I quote a fixed fee for each deal before any work starts, wherever possible, based on its size and complexity. As a rule of thumb, for deals of £1m or more the fee is usually around 1% of the purchase price. For smaller deals I give you a fixed quote after a free initial call. The fees page sets out the starting prices, what is included and how payment works.

Most SME deals I handle complete three to four months after heads of terms. The main variables are the scope of due diligence, how quickly funding is arranged and, in regulated sectors such as care, the regulator’s requirements. We agree a timetable at the start.

Yes. We talk through the deal, what the legal work involves, what it is likely to cost and how long it should take, and whether I am the right fit for it. There are no questionnaires or onboarding forms to fill in first.

Deals with a purchase price between £100,000 and £10 million, mostly share purchases and sales of owner-managed UK companies, as well as asset purchases and sales. If your deal is outside that range, ask anyway and I will tell you honestly whether I am the right fit.

Yes, and they are a large part of my work. See buying your first business.

Both, though never on the same deal. Acting on each side means I know where the usual sticking points are, which tends to make negotiations quicker.

I lead every deal personally, supported by my team. You speak to me about the decisions that matter, from the first call to completion.

My practice is built around first-time buyers, owner-managers and sellers of the business they built. Private equity houses running deals through their own teams are usually better served by a larger firm, and I am happy to say so on the first call.

Deals across most trading sectors. The ones I act in most are CQC-regulated care businesses, manufacturing and construction, along with professional services, lettings agencies and technology businesses. The recent deals page can be filtered by sector.

No. I act for clients across the UK and meet by phone or Microsoft Teams, so where you are makes no difference to how the deal runs. I am based in Manchester, and Kingsley Wood is in the City of London.

Yes. Company law under the Companies Act 2006 applies across the UK, so I act on share purchases of Scottish companies in the same way. Where a deal involves property in Scotland, I will tell you at the outset if a Scottish solicitor needs to be involved.

A share purchase buys the company itself, with its history, contracts, employees and liabilities. An asset purchase buys selected assets, such as equipment, contracts and goodwill, and leaves the rest with the seller. See the share purchase agreement and asset purchase agreement pages.

Yes. Your accountant deals with financial and tax due diligence, the tax structure and the completion accounts; I deal with the legal due diligence, the documents and the negotiation. I work alongside your accountant, and can suggest one if you do not have one.

Enough to cover the real risks in the business you are buying. I agree the scope with you at the start; on some deals a limited-scope review of, say, corporate and property points is enough, on others a full review is worth it.

Usually it is dealt with in the purchase agreement: a price reduction, a specific indemnity, a retention or deferred payment, or a condition that must be met before completion. Occasionally the right answer is to walk away, and I will tell you if I think it is.

Sometimes. Seller finance, deferred consideration, earn-outs, bank lending and asset or invoice finance can reduce the cash needed on completion. Each has legal consequences, so it is worth discussing before heads of terms are signed.