01785 223440      team@orj.co.uk

Business Acquisition & Sales

ORJ have acted on Business Acquisitions and Sales for national and international clients for over 40 years. We have particularly assisted our strong international client base and their connections plan and execute strategic purchases and disposals in the UK.

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Heads of terms

Its critical to have your legal team instructed before the heads of terms are settled. At ORJ we try and set a time table for the deal’s completion within all heads of terms. The greatest reason for a deal falling through in our experience is delay.

None disclosure agreements / NDAs

As regards non our specialist section. Most businesses hat are for sale are sold to a competitor or a perspective competitor, yet often little regard is had by either side to the detailed terms of an NDA. Its not just customers or ideas that might be at risk, a selling businesses staff are too. Get your NDA checked, understand what it means and what it protects. It wont take long and you will not regret it.

Exclusivity Agreement

We believe that if there is a time table for a deal it’s not unreasonable for the buyer to ask for exclusivity. Due diligence and the legal process are a substantial investment.

Due Diligence / DD

On any significant deal a buyer is likely to ask questions and require the production of large amounts of documents. Due diligence conducted efficiently and within a time table can shorten the length of a disclosure letter and the costs and time of a deal. We have huge experience is organising data rooms and DD in an efficient manner. DD is unique to the target business.

The Sale and Purchase Agreement.  SPA

Sale and Purchase agreements are surprisingly standard, and the key negotiations of their terms will be familiar to both sides. Most firms use the same presidents and the same electronic library of information to guide them when making amendments. The features to be debated and negotiated are often simple. Don’t be bamboozled or bullied. An SPA is not rocket science. It is a contract that both sides lawyers have been negotiating for years.

Disclosure letter

This is all about risk. Here again the time table has its place. Late disclosures should ware possible be refused.

If an issue is fairly disclosed a vendor cannot be sued for it. Sellers should try and give prompt and very full disclosures. Buyers should be wary. A broad disclosure could reduce the price or even break the deal. Some disclosures however broad may not be deal breakers, they could just be refused leaving the risk with the seller if he chooses to proceed.

Disclosures are also unique to a deal and require real care.

For further information, please e-mail us or call 01785 223440