Process & Timings
Our relationship with you
Our aim is to deliver the best possible deal for you. While we want to make sure the sale process runs smoothly, delivering the right deal can only be achieved when we work together with our clients.
We work with our clients to understand their needs in order to deliver the best deal for them. For example, the buyer may want to include a restrictive covenant in the SPA, i.e. a provision preventing you from opening another business in Northern Ireland (or further afield) for a period of 3 years post-transaction. When a commercial point like this arises, we will need instructions from you to ensure you are not unduly restricted after the sale. Once we understand the relevant parameters, we can take the point forward.
It will fall (at least primarily) to the seller to provide responses to the buyer’s due diligence queries, i.e. a list of queries raised by the buyer and its advisers in respect of the target and its business. Depending on the scale of the transaction, it may be necessary to prepare a data room of information relating to the target business. Identifying all relevant responses / documentation is likely to require significant resource on the seller’s part and our goal is to make this as seamless a process as possible.
In addition, the disclosure exercise will (to a large extent) be driven by you – for the simple reason that you are most familiar with the target business and, therefore, best placed to comment on the warranties. We will of course review the warranties with you and, working together, help to prepare appropriate disclosures.
Unfortunately – and there is no easy way of avoiding this – the legal documents can place a significant strain on the seller’s day to day workload. In our experience, however, time spent on the transaction documents is well-invested: not only can it manage your exposure (e.g. through disclosure) but it should also help ensure the transaction documents track your commercial agreement with the buyer.