Supporting you with the complexities of a merger or acquisition
Our team of corporate solicitors can support you with:
- Your M&A strategy and making sure you’ve chosen the right target. We have considerable experience in M&A transactions and have helped businesses, large and small, scale and grow, thanks to our holistic approach to the deal from the outset.
- Understanding what you need to achieve from the sale and making sure that our negotiations and all the required documents reflect those needs.
- Drawing up the necessary legal documents as part of the transaction: letter of intent, exclusivity agreement, non-disclosure agreements, sale and purchase agreement for shares, banking documents and release of security to name a few.
- Handling issues relating to shareholders and investors. We can advise you on what consents may be necessary and help you obtain these.
- Conducting due diligence. We will help you identify any red flags or risks associated with your target and support you in mitigating these if possible.
- Competition issues. If your proposed merger has competition law implications, we can advise you on the Takeover Code and deal with the authorities on your behalf.
- Our M&A lawyers will work closely with your tax and accounting advisers to ensure that tax liabilities are agreed pre-completion and that the transaction is as tax-efficient as possible.
- Earn-out issues. If your seller will remain in your business for a period post-sale, we can assist you in agreeing appropriate terms that protect both sides.
- Mergers and acquisitions can have far-reaching implications for your existing and the target’s employees, and the TUPE rules may mean that your target’s staff transfer automatically to you. Part of our M&A specialist team will include our employment lawyers who will make sure this aspect of the deal is handled efficiently to avoid disruptive and costly claims.
- Protecting you post-completion by making sure that the warranties and indemnities you receive from the seller are sufficiently extensive.
- If you’re a seller as part of an M&A transaction we can help you exit smoothly and negotiate with a fair set of warranties and indemnities.
What our clients say
We pride ourselves on delivering an excellent service for clients, but don’t just take our word for it.
Choosing Harper James was one of the best choices we made as a start-up. The firm has provided invaluable advice and insight throughout the early stages of our business.
We use Harper James because they understand the venture capital sector we operate in, know our business inside out and are always on hand to assist us in any way we need.
As with any business, we need access to good quality legal advice without the fear of facing huge legal fees. The service provided by Harper James is ideal because they are always available to assist and we know that the advice provided is of outstanding quality, with pricing that is cost effective and completely transparent.
Essentials of mergers and acquisitions
Getting the right legal support at the outset of any potential deal will help make sure this is completed as swiftly and painlessly as possible.
Working with you to understand what you are hoping to achieve from the deal, we will help you answer the following questions so your M&A transaction can be executed in time and to budget:
- Should you acquire your target’s shares or its assets?
- Are your shareholders and investors on board with the deal? Will you need their consent?
- Do you understand the tax implications of the deal?
- If intellectual property is a major part of the transaction, have you established who owns this?
- Would you like the seller to remain in the company for a period after the transaction to help you integrate the new business?
- Have you considered the pitfalls of the transaction? How will you protect yourself against these?
- Will you be taking on your target’s staff, and are there any potential issues like pension rights?
Why work with specialist M&A lawyers?
Clear-cut advice based on experience
By drawing on our practical and varied experience across a range of M&A transactions, acting for both buyers and sellers, we’re focussed on delivering value to you and your business. We will always provide you with a clear route to take when challenges arise during negotiations keeping your long-term goals in mind at every step.
A joined up approach
From employment issues such as dealing with changes to directors’ service agreements, to IP licensing considerations, acquiring another business is rarely a simple and solely corporate transaction. That’s why we will always offer you an integrated approach. Our business acquisition lawyers will work alongside our employment, IP and commercial specialists, when required, to ensure that you get well-rounded, strategic advice to successfully support you throughout the transaction.
Detailed risk management and mitigation
Our thorough due diligence processes, close collaboration with your tax and accounting team, and streamlined approach across all practice areas throughout the M&A transaction means that we have a clear view of any potential risk to your business. This helps us to quickly identify and resolve any challenges you may face, clearing the route to a successful transaction.
Peace of mind
Even where negotiations may be tricky or due diligence checks take longer than expected due to uncovering outstanding litigation proceedings, for example, we will take on the stress of the process for you. We will always strive to get the best outcome possible for your business, communicating with you at each step in plain English. Rest assured, that we have every possible angle covered.
Who we help: Buyers and sellers, from SMEs to larger listed companies
Our M&A lawyers appreciate that the disposal or acquisition of a business can be a stressful time for all those involved, whether you’re the business owner of an SME or from the executive leadership team of a large national company. We’re also aware of the nuances and the time constraints when completing a transaction on a deadline and to budget. We’re pro-active from the outset and always aim to help you and your strategic partners to navigate this process to reach a successful outcome.
Our corporate lawyers have been involved in a variety of M&A deals, including:
- £1.4m disposal of IT business to US buyer
- £700k equity investment in online fundraising business
- £1.2m disposal of a pharma company
- £1m acquisition of UK printing company
- £500k sale of shares in games manufacturer
- £500k equity investment in telematics company
Examples of our work
Enabling Eurotank to expand its portfolio of services through acquisition
18 February 2021
Major UK transport firm Eurotank has expanded its portfolio of industrial services – in a deal supported by Harper James Solicitors. Our corporate team, which specialises …
Supporting PV3 Technologies through rapid growth to successful exit
1 February 2021
Harper James Solicitors empowers businesses to do their best deals at whatever stage of the company lifecycle they are at. Recently, we represented the founder …
Payments powerhouse Trust Payments expands with the acquisition of Mobilize
14 September 2020
Global unified payments group Trust Payments has acquired Mobilize Systems, in a deal that will fast track the group’s product strategy and deepen customer insights. …
Why choose Harper James Solicitors?
At Harper James Solicitors, we provide the legal help required to take entrepreneurs from start-up to scale up, providing you with the support you need at each stage in your business’ growth. We do this by making legal support more accessible. Our subscription plans allow you to access our expertise when you need it, with the option of accruing hours too. In fact, you could be paying as little as £99 per hour. With our transparent pricing model, an ambitious approach to supporting businesses across the country, and a commercially driven team, you can rely on us to help you take your business forward. Find out more about the team here:
Abby Watson is a corporate solicitor, specialising in private equity investments, mergers & acquisitions, EMI share schemes, corporate finance and governance and more.View profile
Adam Kudryl is a Partner and Corporate & Commercial Solicitor at Harper James Solicitors, specialising in strategic investments, acquisitions and sales.View profile
Corporate Solicitor & CEO
Toby Harper is the CEO & Founder of Harper James Solicitors, as well as a corporate & commercial solicitor. He specialises in venture capital and the tech sector.View profile
Jas is a corporate solicitor at Harper James Solicitors, advising on corporate governance, mergers & acquisitions, venture capital & investments.View profile
Shubhu specialises in early-stage fund raisings, shareholder arrangements and M&A. Prior to joining Harper James she worked at Mills & Reeve and before that at Addleshaw Goddard and Slaughter and May.View profile
Michelle regularly advises business owners on corporate and commercial legal matters. She was partner in a regional firm and has also spent time in-house at a Higher Education business dealing with its research, innovation and knowledge exchange contracts.View profile
Our three transparent pricing packages are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:
Straightforward access to senior solicitors at a competitive rate.
An affordable solution for businesses needing one-off legal support. Receive ‘City’ partner-level expertise at a fraction of ‘City’ prices.
Have legal peace of mind for £189 per month with additional support from £99 per hour.
A monthly subscription legal support package specifically designed for start-ups and smaller businesses.
For businesses requiring 60+ hours of support a year, with prices equivalent to £99 per hour.
Fully account managed quarterly subscription service for businesses with more complex legal needs.