M&A fees

Fixed fees for buying or selling a company

Share purchases and share sales for UK SMEs, quoted as a fixed fee wherever possible. Tell me about the deal on a free call and you get a written fixed fee offer the same day, valid for 30 days.

Free 15-minute call. Same-day written offer. No obligation.

Asset purchases and sales: these vary too much in complexity to give a meaningful starting price, so I quote each one individually. You still get a written fixed fee offer the same day.
M&A and corporate transactions completed
300+
average from 90+ five-star client reviews
5.0
regulated through Kingsley Wood, a City of London firm
SRA
professional indemnity cover on every matter
£30m

What the fixed fee covers

Everything from heads of terms to completion

Up to 3 rounds of negotiation on the documents are included. If you expect more, unlimited negotiation can be added for around £2,450 + VAT.

  • Reviewing or drafting the heads of terms
  • Legal due diligence and a written due diligence report (buyers)
  • Responding to the buyer’s due diligence questions (sellers)
  • Drafting and negotiating the share purchase agreement
  • The disclosure letter
  • All ancillary documents: board minutes, stock transfer forms, resignations, appointments and the completion checklist
  • Exchange and completion
  • Companies House filings after completion

What changes the fee

The fee depends on complexity, not guesswork

These are the things that can move a deal above the starting price. Your written offer says which apply to you.

  • More than 3 sellers, or more than 3 classes of shares being bought or sold
  • An earn-out
  • The target company being part of a group
  • Property elements in the deal
  • A tight deadline (completion in less than 3 months)
  • Security for the sellers, such as a debenture over the target, which needs a deed of priority agreed with the buyer’s lenders
  • A buyer with more than one lender, or funding from private investors
  • Unusual features, such as the sellers receiving shares as part of the price
  • Resolving issues found in due diligence, which can only be priced once they are known
No extra charge for: deferred consideration or completion accounts. They are part of a usual deal.

Extras and exclusions

What may cost extra

  • Unlimited negotiationAround £2,450 + VATUp to 3 rounds of negotiation are included. Add this if you expect more.
  • Regulated businessesAround £2,000 + VATAn uplift for businesses regulated by the CQC, FCA or similar, such as care homes, to cover the extra work involved.
  • Work outside the fixed fee£350 + VAT an hourOnly if something outside your written offer comes up. I tell you before doing it.

Not included in the fixed fee

Available separately, quoted in advance, or I can introduce you to a specialist.

  • Tax advice
  • Restructurings before or after the sale
  • Complex property matters
  • Sponsor licence issues
  • Dealing with a regulator such as the CQC or FCA

Disbursements

Third-party costs are usually limited to:

  • Property searches, where the deal involves property
  • Stamp duty for share buyers, payable to HMRC at 0.5% of the price paid for the shares

Payment

How payment works

  1. 01A deposit of around 30% of the fee when you instruct me.
  2. 02The balance on completion.
  3. 03If the deal is delayed, interim invoices along the way, so the balance at completion stays manageable.

Abort costs

What happens if the deal falls through

Part of my fee, usually 10–20%, is only payable if the deal completes. If it falls through, you do not pay that part.

10% of the fees you have paid is then usually credited towards your next deal with me.

Timescale

Usually 3 to 4 months from heads of terms to completion

The key stages of a share purchase or share sale.

  1. 01

    Heads of terms

    Agreeing the main commercial terms before the legal work starts.

  2. 02

    Due diligence

    The buyer’s legal review of the company, and the report on what it finds.

  3. 03

    Drafting and negotiation

    The share purchase agreement and ancillary documents, negotiated with the other side’s solicitor.

  4. 04

    Disclosure

    The seller discloses against the warranties in the disclosure letter.

  5. 05

    Exchange and completion

    Signing, payment and transfer of the shares, often on the same day.

  6. 06

    After completion

    Companies House filings, stamp duty for buyers and updating the statutory books.

Who does the work

I lead your deal from start to finish

I am a corporate and M&A solicitor and Partner at Kingsley Wood. I lead every deal personally and am your main point of contact throughout. Where a deal needs it, I am supported by colleagues at Kingsley Wood, each a specialist in their field. More about me.

FAQs

Common questions about M&A fees

Get a written fixed fee offer for your deal

Tell me about the deal on a free 15-minute call. You get the offer the same day, valid for 30 days.

All prices exclude VAT at 20% and are a guide for a usual deal. The fee for your deal is confirmed in a written fixed fee offer, which sets out exactly what it covers. Fees are invoiced by Kingsley Wood.

Malcolm Zoppi is a solicitor of England and Wales (SRA ID 838474) and a Partner at Kingsley Wood, which is authorised and regulated by the Solicitors Regulation Authority (SRA no. 812529).