Meyer Vandenberg Lawyers

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Sale & Purchase of a Business

Whether you are buying or selling, and whether the transaction is an asset sale or a share sale, we have the experience and expertise to assist you.

We know how long things take, and can help you to get the sale moving on time.

We have acted for buyers and sellers of businesses in many industries including restaurants, professional services, wineries, wholesalers, engineering firms and manufacturers.

What we do

We can help from the early stages of buying, selling, merging or restructuring your business by:

  • Preparing a heads of agreement;
  • Drafting confidentiality and exclusivity deeds for the due diligence period;
  • Assisting with due diligence;
  • Drafting and negotiating the contract of sale;
  • Advising on the lease, sublease or sale of premises;
  • Liaising with security holders and financiers;
  • Advising on Fair Work legislative requirements and other employment issues;
  • Advising on restraints and enforceability;
  • Advising on structures for purchasing businesses to maximise asset protection and assist in tax planning; and
  • Drafting shareholder or unitholder agreements if the buyer is more than one party.

The MV difference

  • We have the depth to pull together experts in their field so that our commercial, employment, litigation, property and insolvency experts will work together if required, as your matter develops.
  • Our commercial and property teams coordinate to deliver interdependent land and business sales.
  • In the exit of a hostile shareholder, our litigation and commercial teams work together to advise on achieving the exit in a holistic manner.
  • We can deliver a complex transaction involving multiple assets classes in a seamless manner.

FAQs

How does a sale of business happen?

Broadly, a contract for the sale of either assets or shares is drafted and negotiated. Once both parties are ready to proceed, the parties each sign a copy of the contract and it is exchanged with the other party. Once it is exchanged, it is legally binding.

Usually, there are a number of obligations to fulfil prior to completion such as discharging security interests over the business or seeking the landlord’s consent to the change of ownership. At completion, the seller provides any documents to transfer ownership to the buyer and the buyer pays the purchase price.

Do I need to tell the landlord?

Yes, usually the lease will require the landlord’s consent to either a change in control of the tenant or the assignment of the lease to the buyer.

We all want to sell the business and retire, what do we need to do?

Be sale ready. By this we mean ensuring that a potential buyer when carrying out due diligence will find the answers that reduce risk and increase value. Common steps include:

  • ensuring the books are up to date and do not include personal items;
  • policies and procedures are well developed;
  • written contracts are in place with key clients and suppliers; and
  • the lease has a reasonable term left to run before it expires or has an option to renew.
The only interested buyers are my senior employees but they cannot afford it?

Vendor finance is very common in a management buyout or sell down to employees. This is where the buyer pays the purchase price to the Seller over time. We will ensure you have security to support the vendor finance.