Mergers and acquisitions solicitors in Scotland

How our corporate solicitors help

The purchase or sale of a business can be complicated, with crucial decisions at every stage. Taking the right legal advice helps you reduce the risks and make the most of the opportunity. We regularly advise on:

• Share acquisitions and disposalsBuying or selling all or part of a company.
• Asset and business acquisitionsBuying the assets of a business, including goodwill, equipment, contracts and property.
• MergersBringing two businesses together, often under a new holding company.
• Management buyoutsHelping a management team buy the business they run.
• InvestmentInvestors taking a stake in a growing company.
• Group reorganisationsRestructuring a group before a sale or for tax reasons.

Structuring the deal

A key question is whether the deal is done by transferring shares or assets. Every situation is different, and we work closely with your tax and accounting advisers to agree the best structure.

When you are selling, the way you own the business shapes the deal. An asset sale is the only option for a sole trader or partnership, unless the business is incorporated first. For the owner of a company, a share sale is often the most tax efficient route.

A buyer may prefer to buy assets, because they can choose which assets to take and which of the seller’s liabilities to accept. In an asset deal, employees and employment liabilities usually transfer to the buyer under TUPE. In a share deal they stay with the company, so the buyer takes them on indirectly. Because most sellers prefer a share sale for tax reasons, we work with buyers to reduce the risk of taking on unwanted obligations through due diligence, warranties and indemnities.

The key documents

• Confidentiality agreement
• Heads of terms
• Due diligence questionnaire and report
• Share or asset purchase agreement
• Disclosure letter
• Tax deed or tax covenant
• Service agreements for key people
• Board minutes and shareholder resolutions

Regulatory checks

Most small and medium sized deals do not need any regulatory approval. Larger deals, and deals involving certain sensitive sectors, may need clearance before completion. We check this early so it does not delay the timetable.

• National Security and Investment Act 2021Requires notification to the government before completing some acquisitions in sensitive sectors.
• Merger controlThe Competition and Markets Authority can review deals where the target has UK turnover of more than £100 million, or where a share of supply test is met. A safe harbour applies where each party has UK turnover of £10 million or less.
• Sector regulatorsSome businesses, such as those regulated by the Financial Conduct Authority, need the regulator’s approval for a change of control.