Private M&A
Buying or selling a business is among the most consequential decisions an owner will make. The legal work is only one part of the process, but it is often where value is protected or lost, and where a deal stalls or closes.
Let’s TalkBuying, building and selling privately held businesses. We act for buyers, sellers, sponsors and management from the first letter of intent through diligence, negotiation and closing, and on the matters that follow, focused on protecting value, allocating risk and keeping the deal moving. The legal work is one part of a deal, but it is often where value is won or lost.
South Hill Law advises buyers, sellers, shareholders, investors and management teams on private M&A transactions, from first conversations through closing and beyond. We focus on the commercial objectives, identify issues early and maintain momentum through to close.
We guide buyers through the legal and commercial dimensions of acquiring a business, from the first opportunity through due diligence, negotiation and closing.
Selling a business rewards careful planning, thorough preparation and disciplined negotiation. We work with owners and shareholders to structure and document the sale, protect value and manage the risks that accompany a change of ownership.
South Hill Law acts for private equity sponsors, investment firms and other investors on acquisitions, investments and portfolio-company transactions, including sponsor-backed and add-on acquisitions, strategic investments and management transactions.
Management often plays a central role in an acquisition or investment. We advise management teams and executives on ownership, rollover equity, employment terms and the other considerations that arise for them in a transaction.
A successful transaction demands more than a well-drafted purchase agreement. We work alongside clients and their financial, accounting and other advisors to concentrate on the issues that matter, make decisions efficiently and carry the transaction through to closing.
These are among the questions clients raise most often as a transaction takes shape.
In a share deal, the buyer acquires the company itself and takes on its assets and liabilities as they stand. In an asset deal, the buyer acquires selected assets and assumes only the liabilities it agrees to, which changes the risk, the tax treatment and the documentation on both sides.
Due diligence is the buyer’s investigation of the business, covering its contracts, financials, employees, litigation, tax and regulatory standing. What it uncovers shapes the price, the representations and warranties, and the protections built into the agreement.
Representations and warranties are the statements each party makes about the business and its affairs, from ownership of the assets to compliance with the law. They allocate risk between buyer and seller, and a breach can give rise to a claim for indemnification.
Mechanisms such as holdbacks, escrows, earnouts and post-closing adjustments help ensure the price reflects what the buyer actually acquired. They also provide a source of recovery if a representation proves inaccurate or an obligation goes unmet.
Most of a letter of intent is not binding, as it records the commercial terms the parties intend to negotiate. Certain provisions, such as exclusivity and confidentiality, are usually intended to bind, so the document should be reviewed with care before it is signed.
Timelines vary with the size and complexity of the deal, though many private transactions run from a few weeks to several months. Early preparation and well-run due diligence are often what keep a transaction on schedule.