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- Share sale or asset sale? The structure matters. Most transactions are structured as either share sales or asset sales. A share sale involves acquiring the company itself, including all assets and liabilities. In contrast, an asset sale allows the buyer to select which parts of the business to acquire — such as key contracts, plant and equipment, IP and goodwill — while leaving other elements behind. The structure affects legal risk, tax treatment and execution logistics.
- Due diligence is more than a box-ticking exercise. Due diligence is a core part of the transaction process. For buyers, it helps validate commercial assumptions and identify risks — such as employee disputes, regulatory issues, unfavourable contract terms or gaps in IP ownership. For sellers, anticipating and addressing these issues in advance can help preserve deal value and reduce the risk of renegotiation or delay.
- Third-party approvals often play a critical role. Many transactions rely on the consent of third parties — such as landlords, key customers, licensors or regulators. These approvals may be needed to transfer important agreements or licences, and the timing or conditions attached to them can influence the overall deal timeline. Identifying these early allows parties to plan around potential delays or conditions to completion.
- You’ll need more than just a sale agreement. While the primary terms are captured in the sale agreement, most deals also involve ancillary documents such as IP assignments, employment contracts, escrow deeds or transitional services arrangements. These documents are critical to ensuring a clean transfer of the business and managing obligations post-completion.
- Warranties and indemnities are key risk allocation tools. Warranties provide assurances about the state of the business and are often subject to negotiated limitations — such as caps on liability, time periods for claims and exceptions for disclosed matters. Indemnities, which deal with known or specific risks, are typically more heavily negotiated and may involve tailored financial protections. Understanding how these provisions operate is essential for both buyers and sellers.
