Sale of a UK business by foreign nationals

Sale of a UK business by foreign nationals – Context and Challenge

The main challenge we faced was that by the time we were approached for help, the share sale agreement had already been negotiated with the buyer and unfortunately it wasn’t in great shape. The buyer was also Italian so two Italian law firms had drafted and negotiated a share sale agreement for the sale of a UK business.

Many of the clauses one would usually expect to find in such a document were not there and we were being asked to make sure that the document was ok, making as few changes as possible, keeping within budget and doing the work quickly. And, of course, we had to make sure that the selling shareholders were appropriately protected.

Process and Insight

We spent some time at the outset understanding the position that the sellers were in mainly so that we could understand their risk in the deal itself and the extent to which they were prepared to take on risk to get the deal over the line.

We analysed the share sale agreement paying particular attention to the warranties that the sellers were providing and looking at where there were gaps in risk mitigation.

Solution

Having reviewed the share sale agreement and other documents we amended them with as light a touch as possible to achieve what the sellers wanted.

Amongst other things we included provisions limiting the sellers’ liability and introducing time limits within which the buyer could bring claims under the warranties.

Results

We carried out our work on time to a fixed budget. As a result the sellers were able to complete the transaction and move on hassle free.