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In an asset sale, you buy selected assets (goodwill, equipment, stock, IP, contracts) and usually avoid legacy liabilities in the company. In a share sale, you acquire the company itself including the company's assets and liabilities. I’ll assess deal objectives, tax considerations, licences, and risk tolerance to recommend the right structure and tailor the documents accordingly.
Before. Early advice shapes key terms like price adjustments, due diligence scope, finance conditions, restraints, employee transfers, and lease arrangements. This avoids being locked into unfavorable terms and reduces renegotiation later. I’ll provide a concise issues list and proposed clause wording to streamline negotiations.
Typical areas include financial records, material contracts (customer, supplier, lease), licences/permits, IP ownership, employee entitlements, privacy/data, disputes, and tax compliance. I focus on what affects value and continuity and flag issues that need fixes, price changes, or walk‑away rights.
We can limit warranty scope, set reasonable claim thresholds and caps, define survival periods, and clarify disclosure standards. Tight asset lists, exclusion schedules, and well‑drafted restraints also reduce dispute risk. I’ll structure the agreement to balance buyer comfort with your need for a clean exit.
Buyers often offer employment to selected staff on new terms. Sellers typically calculate and deal with accrued entitlements per the contract. I’ll help structure offers, manage transfer of service issues, and document who pays what so there are no surprises.
If you need an assignment, landlord consent and compliance with assignment conditions are critical. If a new lease is required, terms like rent, options, use, make‑good, incentives, and timing can affect valuation and operations. I review and negotiate premises arrangements to align with the transaction.
Yes. I provide fixed‑scope pricing for contract reviews, due diligence support, or end‑to‑end transaction management so you know what’s included, cost, and timelines. This supports budgeting and keeps momentum.
