Both buyers and sellers of businesses can lose substantial economic value if a disposal or acquisition is not optimally structured. Businesses can be acquired or sold in various ways. The buyer can buy the business as a going concern, the buyer could buy shares in the business from the seller or the buyer could subscribe for new shares in the business. In each instance the legal and tax consequences would be different.

Special legislation exists in the context of buying and selling business that could have a significant impact on the ultimate return and investment. For example, dividends received by sellers prior to the sale of the business could be regarded as sale proceeds that are subject to capital gains or income tax. Group restructures concluded on a tax neutral basis before the sale might be adversely affected by the disposal where a de-grouping results. Earn-out transactions may pose a commercial risk for both sellers and buyers.

We have been involved in the disposal and acquisition of numerous businesses and our experience and structuring expertise allows us to add value on the buy and sell side to ensure the most favourable outcome for both parties.