If a commercial property is owned by a stand-alone company set up specifically for that purpose (i.e. one company, one property) it opens up the opportunity to buy the company and with it the property owned as opposed to just acquiring the property itself by way of a traditional conveyance. We provide advice, guidance and services to our clients in this area.
We act on behalf of clients who purchase and sell shares in companies. We draft and review the appropriate legal documentation necessary such as the share purchase agreements, tax indemnities and disclosure letter.
We advise and assist our clients to make a vigorous examination of the company before purchasing it in a process known as due diligence. The purchaser may often need to employ other professionals e.g. a tax advisor, accountant, architect, engineer and am insurance broker, to work with us and to advise on particular aspects of the transaction.
We are involved in the preparation of the share purchase agreement, disclosure letter, preparation of the disclosure bundle and approving by negotiation the adequacy of verification notes and certificates.
There are both upsides and downsides to proceeding by way of share process, as opposed to the more conventional conveyance process. Much depends on the needs of the client, the company's activity and the particular circumstances of each case. Factors to be considers are costs of transaction, speed of completion, certainty of outcome, remedies against a vendor or purchaser who delays. Other considerations include the confidentiality and disclosing commercially sensitive information during the due diligence process to a proposed purchaser, legal costs and potential tax savings.