Buying or selling a business involves much more than agreeing a price. Contracts, employees, intellectual property, liabilities and payment terms all need to be checked before the deal completes.
A mergers and acquisitions solicitor can help you understand where the risks sit, deal with issues before they hold up the transaction and make sure the legal documents reflect what has been agreed commercially.
We advise buyers, sellers and investors on company sales, share purchases, asset purchases, management buyouts and business investments.
Our work covers the transaction from the early stages through to due diligence, negotiation, drafting and completion.
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A buyer may want to know whether important customer contracts will continue after completion.
A seller may need to prepare the business for due diligence and limit its liability once the sale has completed. An investor may need clear rights around ownership, decision-making and future exit.
We advise:
Where the transaction sits within a wider restructuring or investment, our corporate solicitors can advise on the wider company arrangements as well.
That can include reviewing customer and supplier contracts, employment arrangements, loans, property, disputes, intellectual property and any regulatory issues affecting the business.
The findings can influence the terms of the deal.
A key contract may need consent before it can continue. A dispute may need to be dealt with through an indemnity. An issue with ownership may need to be resolved before completion.
We help buyers understand which points need attention and how they should be dealt with in the transaction documents.
Where brands, software, designs or other valuable rights form part of the deal, our intellectual property solicitors can review ownership, licences and assignments as part of the wider transaction.
Buyers will want to review the company’s records, contracts, assets and liabilities. Missing documents or unclear arrangements can slow the process and lead to further negotiation.
We can help sellers prepare the legal information before due diligence starts, review key contracts, identify any consents that may be needed and deal with warranties and disclosure.
The way information is shared also matters.
Customer records, employee information and other sensitive material may need to be provided during due diligence. Our data protection solicitors can advise on how that information should be handled during the sale and what needs to happen after completion.
With a share purchase, the buyer acquires the company itself. Its contracts, employees, assets and liabilities generally remain within the company.
With an asset purchase, the buyer acquires selected parts of the business. This can include equipment, stock, customer contracts, employees, intellectual property and goodwill.
The structure should reflect what the buyer wants to acquire, which liabilities it is prepared to take on and what the seller intends to retain.
Some contracts may need third-party consent. Leases may need to be assigned. Employees may transfer under TUPE. Tax and funding arrangements also need to be considered alongside the legal work.
These can include:
Warranties and indemnities are often an important part of the negotiation. They deal with the information provided about the business and any known risks that need specific protection.
Where customer, supplier, licensing or service agreements need to be reviewed as part of the deal, our commercial contracts solicitors can advise alongside the transaction.
Deferred payments and earn-outs also need clear drafting. The agreement should explain how payments are calculated, when they become due and what happens if there is a disagreement later.
A mergers and acquisitions solicitor can make sure those arrangements work properly within the wider deal.
TUPE may apply where employees transfer with a business. The parties may need to provide information, consult with staff and agree how employment liabilities will be handled.
Third-party consents, lender requirements and regulatory approvals may also be needed depending on the business and the transaction.
Completion itself may involve Companies House filings, changes to directors, updates to statutory registers, contract assignments and transfers of intellectual property.
We deal with these steps as part of the transaction so the legal position is properly documented when ownership changes.
Take advice before signing heads of terms or agreeing exclusivity. Early advice gives you more scope to test the structure, payment terms and main risks before significant time and money are committed.
A straightforward deal may complete within several weeks. Larger or more complex transactions can take several months. Funding, due diligence, third-party consents, employee issues and regulatory approvals can all affect the timetable.
A share purchase transfers ownership of the company itself. An asset purchase transfers selected parts of the business. The right structure depends on what the buyer wants to acquire, which liabilities it is prepared to take on and the wider commercial and tax position.
We advise buyers, sellers and investors with a clear focus on getting the deal completed on terms that work commercially.
You will deal directly with an experienced partner who can guide the transaction, deal with issues as they arise and keep the legal work moving.
We are recognised by The Legal 500 and advise businesses across technology, software, manufacturing, retail, hospitality, creative industries and professional services.
Our advice is practical and straightforward. You will know where you stand, what needs to happen next and what the legal documents mean for the deal.
If you are considering buying, selling or investing in a business, take advice before the main terms are fixed. It gives you more room to deal with structure, risk and payment terms before the transaction gathers momentum.
We can support you from the first discussions through to due diligence, negotiation and completion.
Speak to Asenda Law about your proposed transaction.
Reach out to us from our contact form and we will get back to you shortly.
Thanks for your enquiry!
We're looking into it and if a response is required we'll get back to you shortly.
We've also sent you a confirmation email. Please also check your spam folder.
Something went wrong submitting your enquiry,
it’s probably just a temporary problem so you should try again in a few minutes.
If you find that the form just won’t work you could email us directly at .
Sorry for any inconvenience this has caused you.
With a reputation as one of the UK’s leading intellectual property lawyers (World Trademark Review 1000), Ben has extensive experience in IP strategy, management, and enforcement. His career spans work with listed companies, Premier League clubs, international cinema chains, and innovative tech firms.
Known for his ability to break down complex legal matters, Ben advises clients on their IP and commercial strategies, providing a clear understanding of risks, outcomes, and opportunities. He has also led high-stakes negotiations and lectured internationally on IP and technology law, underscoring his commitment to knowledge-sharing in the industry.
Tom’s legal practice focuses on commercial and intellectual property matters, making him a trusted advisor for creative businesses across the UK. He has a particular focus on IP enforcement and litigation in the Intellectual Property Enterprise Court, the UK IPO, and the High Court. He is listed as a Recommended Individual by the World Trademark Review 1000 and is described as “excelling in managing contentious proceedings across various forums, achieving top results at the UKIPO, IPEC and High Court”. Tom represents clients from sectors as varied as AI companies, luxury goods houses, international cosmetics brands, and multi-national restaurant chains.
Before co-founding Asenda Law, Tom worked in private practice at one of London’s top IP boutiques and served as in-house IP Counsel for the EMEA region at a US-listed company.
Mark’s practice covers a broad spectrum of IP and IT law, advising clients ranging from start-ups to listed companies in industries like finance, fashion, and SaaS. He has represented clients in design, trademark, and domain disputes before the UK and EU Intellectual Property Offices, as well as in the High Court and other dispute resolution forums.
Mark’s extensive experience in both contentious and non-contentious matters means he’s well-equipped to guide clients in protecting and commercialising their IP assets with confidence.
Lindsey manages an extensive trademark portfolio for clients across the UK, Europe, and globally, ensuring compliance and protection across jurisdictions.
A former forensic accountant, Lindsey brings analytical precision to her role, overseeing IP applications, renewals, and office actions. Her knowledge of both IP and finance makes her indispensable in managing our clients’ ongoing trademark needs and addressing complex administrative matters with clarity.
With a robust background in commercial law, Helen transitioned to IP in 2015, quickly becoming an invaluable part of Asenda Law’s team.
She manages client care, accounts, finance, and HR, overseeing the daily operations that ensure our firm runs smoothly. Helen’s meticulous approach and years of experience make her a trusted point of contact for both clients and colleagues.
