Asset sales and purchases

Sales or acquisitions aren’t always about gaining or letting go of an entire legal firm. Businesses can change over time, and it may be the case that you want to do less or more of a certain type of work.

Acquiring part of another firm – such as a team, a geographical office or a book of work – can be relatively simple and inexpensive way to increase the size of your firm. Similarly, selling part of your firm in this way can enable you to dispose of an unwanted work stream, perhaps due to the loss of a key employee or partner, or because you wish to focus on the core of your business.

This is a specialist process and you’ll want to ensure it’s very carefully managed. Our experienced consultants can support you through every stage of an asset sale or purchase. Typically, we’ll act as your lead advisor, but can also take on the role of a head negotiator or impartial honest broker if that is more appropriate.

Together we will:

Market review and approach
  • Evaluate your reasons for an asset sale or purchase and review any possible alternatives.
  • Build a longlist, and then a shortlist, of firms who may be open to a transfer of assets.
  • Make the first anonymous approaches on your behalf.
  • Value the assets in question and develop a range of possible deal structures.
Legal and due diligence
  • Produce necessary legal documents such as NDAs, heads of terms and asset transfer agreements (including TUPE).
  • Advise on employment matters, property ownership and the position of partners, whether they’ll be leaving or staying.
  • Manage extensive due diligence checks on both sides.
  • Negotiate key areas to minimise any possible risk.
  • Consider funding and payment terms.
  • Explore tax issues from both points of view.
  • Decide how to best arbitrage any available tax breaks.
  • Advise on any regulatory and compliance issues, including successor practice rules ABSs for external funders and assigning CFAs.
Deal structure and negotiation
  • Determine the most beneficial way to structure the asset sale or purchase.
  • Assess relative merits of the allocation of the purchase price, whether that’s upfront, on deferred terms, retained equity or earn outs.
  • Negotiate a strong deal for you.
  • Identify any deal breakers.
  • Tell you when to walk away, if necessary.
Post-deal implementation
  • Ensure we’ve achieved a good cultural fit with any assets transferred.
  • Manage and maintain a successful integration long term.

If you’re looking at selling or acquiring legal assets, why not get in touch? We’d love to talk you through your options.