Business Purchases and Sales
Acting for buyers and sellers in the sale of goodwill, share sales, asset sales, due diligence, transition arrangements and restraints of trade.
Buying or Selling a Business
Buying or selling a business is one of the most significant transactions most owners will be involved in. The legal work goes well beyond the contract, it covers deal structure, due diligence, the treatment of employees and leases, and what happens after settlement. We act for buyers and sellers across a range of industries.
Understanding the Proposed Transaction
We start by understanding what is actually being bought or sold, the goodwill, plant and equipment, stock, intellectual property or shares, and how the price and terms have been agreed in principle. This shapes the structure of the deal and the documents needed to record it properly.
Due Diligence Before You Commit
For buyers, due diligence checks the financial, contractual and regulatory position of the business before money changes hands. For sellers, preparing accurate disclosure early avoids delays and disputes later. Either way, issues are far easier to deal with before contracts are exchanged than after.
What the Sale Contract Needs to Cover
The Contract and Its Terms
The sale contract sets out the price, the assets or shares being transferred, the warranties given by the seller and the conditions that must be satisfied before completion. We review or draft this to reflect the deal actually agreed, including how assets, stock, employees and liabilities are apportioned.
Lease, Licence and Regulatory Consents
Where the business operates from leased premises or holds a licence or permit, the sale may require landlord consent, an assignment of lease or a transfer of the licence. These consents can take time and are often on the critical path to completion.
Conditions and Finance
Many contracts are conditional on finance approval, landlord consent, regulatory approval or due diligence being completed to the buyer's satisfaction. We make sure these conditions are drafted clearly and the timeframes are realistic.
After Settlement
Restraints of trade, transition support from the seller, and any earn out or retention arrangements continue to matter after settlement. We draft these provisions so they are enforceable and reflect what was actually agreed.
Our process
How a matter of this kind moves from first contact to outcome.
Initial Instructions
We take instructions on the proposed transaction and confirm whether it is structured as an asset sale or share sale.
Due Diligence
We coordinate or review due diligence on the financial, contractual and regulatory position of the business.
Contract Negotiation
We negotiate the sale contract, warranties, indemnities and conditions with the other side.
Conditions and Consents
We manage finance, landlord and regulatory conditions so the deal is ready to settle.
Settlement
We attend to completion, including adjustments and the exchange of documents and funds.
Post-Settlement
We assist with any transition arrangements, restraint issues or completion adjustments that arise afterwards.
How Shah & Co Lawyers can assist
Here is where our involvement typically makes the biggest difference to how a sale plays out.
Sale and Purchase Agreements
Drafting and reviewing business sale and share sale agreements.
Due Diligence
Coordinating or reviewing due diligence for buyers and preparing disclosure for sellers.
Lease Assignments
Obtaining landlord consent and preparing lease assignment documents.
Warranties and Indemnities
Negotiating warranty and indemnity provisions and disclosure schedules.
Restraints of Trade
Drafting restraints that protect goodwill and are reasonably likely to be enforced.
Completion and Adjustments
Managing settlement mechanics, including price adjustments and retention amounts.
Points to consider before you commit
- Whether an asset sale or share sale better suits your position on tax, liability and consents.
- What due diligence will realistically uncover, and by when.
- Whether landlord or third-party consents are needed and how long they will take.
- How employees, stock and outstanding liabilities are to be dealt with.
- Whether a restraint of trade is reasonable and will actually be enforceable.
Frequently asked questions
General information only. Every matter turns on its own facts.
Other commercial law services
Commercial Contracts
Supply agreements, services agreements, distribution agreements, agency agreements, joint ventures and confidentiality agreements.
Learn moreContract Drafting
Drafting bespoke commercial agreements that reflect how the deal actually works and protect your position if things change.
Learn moreContract Reviews
Reviewing commercial contracts before signing, flagging risk allocation issues, unfair terms and points that should be negotiated.
Learn moreCommercial Disputes
Contractual disputes, breach of contract claims, misleading and deceptive conduct claims and Australian Consumer Law matters.
Learn moreShareholder Disputes
Oppression proceedings under section 232 of the Corporations Act, deadlocks, share buy-outs and exit arrangements.
Learn morePartnership Disputes
Partnership disputes, dissolution, accounting between partners and disputes over partnership property and goodwill.
Learn moreSpeak with us before you sign a business sale contract.
Arrange a confidential consultation. Discreet, professional and tailored to your circumstances.