Mergers & Acquisitions

Our M&A team advises buyers, sellers, shareholders, and investors throughout the deal process. From initial discussions through to completion, we help clients understand what they are committing to, identify issues that require attention, and negotiate arrangements that reflect the realities of the transaction.

Above all, our advice is shaped by what matters most to the people involved and the outcome they are trying to achieve. We take time to understand the commercial drivers behind each deal, including value, risk, timing, funding, management continuity, tax structure, and the future plans for the business.

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Corporate & Commercial Lawyers in London, Sussex & Surrey

LONDON: 020 4524 9436 | SUSSEX: 01273 956 270 | SURREY: 01252 471 211

M&A solicitors supporting buyers, sellers & investors

Every transaction has its own commercial challenges and risks. Our team of corporate solicitors advise on a broad range of mergers and acquisitions matters, including:

Business acquisitions
Business sales and disposals
Management buy-outs and buy-ins
Private equity and investment transactions
Corporate restructuring
Share purchases and asset purchase agreements
Heads of terms and deal structuring
Legal due diligence and disclosure
Non-disclosure and confidentiality agreements
Share purchase agreements and asset purchase agreements
Warranties, indemnities, completion accounts, and earn-out arrangements

Business Acquisitions

All buyers need to understand exactly what is being acquired, identify potential liabilities, and assess whether the transaction supports their wider commercial objectives.

In particular, due diligence plays an important role in uncovering issues that may affect value or the structure of the deal. We advise buyers throughout the acquisition process, from heads of terms and due diligence through to negotiation, completion, and post-transaction matters. This may include reviewing:

Key commercial contracts
Employment and TUPE issues
Property arrangements
Intellectual property
Data protection
Litigation risk
Debt
Tax-related documentation (working with your accountants and tax advisers)
Regulatory matters (working with other professional advisers)
Customer dependencies
Supplier dependencies

Where risks are identified, we help buyers decide whether they should be addressed through price adjustment, warranties, indemnities, conditions to completion, or changes to the transaction structure.

Business Sales & Disposals

Corporate records, key contracts, ownership structures, and shareholder arrangements can all come under scrutiny during the transaction process. In other words, preparing a business for sale begins long before a buyer is identified.

We advise business owners and shareholders on disposals, exits, and succession transactions, helping them prepare for sale and achieve a successful completion. In practice, our solicitors assist with:

Pre-sale preparation
Data room management (often in conjunction with accountants and other advisers)
Due diligence responses
Disclosure letters
Negotiation of sale documents
Warranty protection
Completion mechanics
Post-completion obligations

Management Buy-Outs & Buy-Ins

Management buy-outs and buy-ins present unique challenges. Funding arrangements, valuation issues, future governance, and the interests of existing shareholders all require careful consideration. To be specific, these transactions often require a careful balance between the expectations of outgoing owners, incoming management teams, lenders, investors, and the ongoing needs of the business.

Our solicitors have experience advising on the structure and implementation of MBO and MBI transactions, ensuring arrangements are aligned with the long-term objectives of the business and those involved.

Private Equity & Investment Transactions

External investment can provide the capital needed to support growth, acquisitions, expansion, or succession plans. However, the terms attached to an investment can often be as significant as the funding itself. Investor protections, control rights, dilution, exit arrangements, and future funding obligations can all have a long-term impact on both founders and the business.

We advise both businesses and investors on private equity transactions, growth capital investments, and investment rounds. Our goal is to help clients understand the implications of proposed terms and negotiate arrangements that support future growth.

Corporate Restructuring

If an upcoming sale, investment, retirement, succession plan, or whatever else has highlighted the need for changes to ownership arrangements or the way a group operates, GoodLaw can help.

Our team advises on restructures that help businesses prepare for the next stage of their development, ensuring proposed changes are implemented seamlessly. This may include:

Reorganising group structures
Transferring shares or assets
Simplifying ownership arrangements
Preparing for investment
Separating business divisions
Succession planning
Shareholder arrangements
Partnership arrangements

We work with accountants, tax advisers, funders, and other professional advisers where required so that the legal structure supports the wider commercial and tax objectives.

Our Corporate & Commercial Team

Carl Robinson

R

Jeremy Saideman

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