Buy or sell companies in complete confidence

Buying and selling are not the same process

A seller needs discretion above all, plus a defensible valuation: bringing the business to market without the staff, the suppliers and the competition finding out, and arriving at the table with the numbers in order. A buyer needs the opposite: access, comparison between alternatives and a thorough review of what sits beneath the accounts.

That is why we run the two sides as different processes. If you are selling, start on the company sale page; if you are acquiring, start on the company acquisition page. In both cases the starting point is the same: an honest valuation.

Share deal or asset deal

A transaction can be structured in two ways and the difference is enormous. In a share deal the buyer acquires the whole company: its staff, its contracts, its licences and also its past liabilities, including the ones nobody knew about. In an asset deal the buyer takes the premises, the machinery, the brand and the client base, leaving the company history behind, but many licences and contracts have to be renegotiated from scratch.

The structure drives the price, the tax treatment and the warranties agreed. It is one of the first decisions and it should be taken with the tax adviser in the room, not at the end.

What due diligence covers

Due diligence is the orderly review of the business before signing. It is not a formality: it is where the surprises that adjust the price or kill the deal come out.

• Financial: accounts for recent years, normalised EBITDA, real debt, working capital and seasonality
• Employment: headcount, seniority, applicable collective agreement, contingencies and the real cost of any restructuring
• Tax: open tax years, ongoing inspections and risk criteria
• Legal and contractual: leases, client and supplier contracts, change-of-control clauses
• Licences and assets: activity licences, sector permits, industrial property and equipment condition