O’Donnell McKenna Solicitors can help you if you wish to:
- acquire a new business
- sell an existing business, or
- bring about integration through mergers/alliances
We provide expert assistance on Company Purchases, Asset Purchases and Share for Share transactions. No two acquisitions are the same. A purchaser may prefer to buy a hotel building than its holding company, whereas a technology investor may only be interested in a target company’s proprietary technology, licences, contracts and intellectual property.
At O’Donnell McKenna Solicitors we take a project management role in dealing with acquisitions and mergers. We liaise closely with other professionals such as accountants, bankers and tax consultants so that our clients get comprehensive advice in all areas of the purchase.
We assist with due diligence investigations in areas such as title to assets, borrowings and other liabilities, taxation, properties, environmental matters, employees, pension schemes, litigation, health and safety, insurance, intellectual property, data protection, connected persons and competition.
If the retention of key personnel is critical to an acquisition, we can advise on retention strategies and restrictive covenants to secure the services of those personnel.
It is important to secure adequate warranties and indemnities from the vendors and to procure detailed disclosure letters to ensure that a purchaser is pre-warned of any potential risks.
In preparing for the purchase, we will draft the appropriate documentation. This is not just limited to share purchase or asset purchase agreements, but also the internal documents for the new owners such as shareholder agreements, directors’ service contracts, option agreements and exit mechanisms.
Preparing for a business disposal is vitally important. It is essential to ensure that all items likely to arise in a purchaser’s due diligence process are identified and that any deficiencies are addressed. The business should be compliant with its employment obligations before and during the transaction. All agencies, distributorships, licences, trademarks, design rights and other non tangible assets should be copper fastened with water-tight documentation so that the maximum value for the business being sold can be obtained.
Most businesses will have secured borrowings. In many cases the owners may have personal guarantees. We will liaise with the banks to redeem any outstanding loans not taken over and to procure the release of any active guarantees.
Some purchasers may require vendor shareholders to continue to work for the business after the sale. We can negotiate and settle retention contracts, earn-out provisions and severance packages on behalf of such shareholders.
We will work with your accountants and tax advisors to structure the disposal in the most tax efficient way possible. Throughout the process we will take a project based approach to getting the transaction “over the line” efficiently and with as little stress to you as possible.
If you would like us to assist you, or if you would simply like to have a chat to discuss your options, please don’t hesitate to contact us.