At Walker Foster, we provide a comprehensive legal service that supports clients through every stage of the share sale or asset sale process. Our role is to mitigate risk, protect your interests, and help you achieve your commercial goals, whether you're the seller seeking to limit liability or the buyer requiring robust protections.

Our focus is on delivering clear, strategic advice that identifies and addresses the key legal and commercial risks in your transaction. We carefully assess the underlying transaction, the parties involved, and your specific objectives to ensure your deal is not only legally sound but also commercially viable.

For sellers, we:

• Ensure that the purchase price is properly secured, particularly in cases involving deferred consideration or loan notes.
• Help limit exposure to warranty claims by reviewing, amending or disclosing against warranties where appropriate.
• Advise on restrictive covenants and post-completion restrictions to ensure they are reasonable and enforceable.
• Assist in the preparation and review of the disclosure letter to reduce the risk of a claim breach.

For buyers, we:

• Draft and negotiate strong warranties and indemnities into the share purchase agreement or asset purchase agreement to safeguard your investment.
• Conduct rigorous due diligence to identify any unforeseen liabilities, such as issues relating to intellectual property, commercial contracts, or tax warranties and tax covenants.
• Recommend appropriate buyer protections, including conditions precedent, full title guarantees and robust control provisions.
• Support the preparation of a detailed due diligence report to aid your risk assessment and decision-making.

We take the time to get to know our clients, their businesses and their long-term ambitions. Our approachable and professional team provides personal service, ensuring you are fully informed and supported at every stage.

From drafting the share sale agreement to dealing with director approval, shareholder approvals, and the practicalities of transferring shares or assets, we manage the process so you can focus on achieving the right outcome.

An asset sale involves the transfer of specific assets and liabilities from one business to another, rather than the sale of company shares. This type of transaction allows the buyer to acquire selected parts of a business - such as stock, intellectual property, equipment and commercial contracts - while often excluding any undesirable obligations or unforeseen liabilities. However, this level of selectivity also makes the legal process more detailed and potentially more time-consuming than a share sale.

Each APA must be carefully drafted to define precisely what is included and excluded from the transaction. The following legal aspects are central to any asset sale:

• Asset identification: Clearly listing the assets to be transferred - whether tangible (e.g. property, plant, inventory) or intangible (e.g. goodwill, trademarks, customer data).
• Transfer of liabilities: Determining whether any liabilities, such as employee contracts, leases or debts, are to be assumed by the buyer or retained by the seller.
• Third-party consents: Many contracts and licences cannot be transferred without the agreement of the other party. We identify these early to avoid delays or future disputes.
• Employment law: The Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) may apply, transferring employee rights and obligations to the buyer. We provide guidance to ensure compliance.
• Tax implications: Buyers and sellers must be aware of potential tax issues, such as VAT treatment or capital allowances. Our advice includes structuring the deal to be fully compliant and tax-efficient.
• Warranties and indemnities: Although typically narrower in scope than in a share sale, these are still critical to address risks relating to the condition and ownership of assets.

At Walker Foster, we understand that no two transactions are the same. Every business is unique, and so are the people behind it. That’s why our approach to share sales and asset sales is highly personal, strategic and grounded in a deep understanding of our clients’ goals. We don't simply produce documents; we build relationships and provide commercially focused legal advice that helps our clients get their deals done successfully.

Our primary focus is risk management. Whether advising buyers or sellers, we work to identify, minimise and address potential risks throughout the transaction. In a share sale, we ensure that the seller's position is protected by drafting clear payment terms, securing any deferred consideration, and mitigating warranty exposure through strategic disclosure, amendment or removal of clauses. For sellers, this means greater peace of mind and a cleaner exit.

For buyers, we take a robust and proactive stance. We draft comprehensive warranties and indemnities into the share purchase agreement or asset purchase agreement, ensuring any attempt to dilute these protections is strongly resisted. We also provide detailed due diligence reports that give buyers clarity and insight, enabling informed decisions and supporting negotiation on the purchase price and terms.

Every deal presents its own set of complexities - not only because of the business being sold, but because of the people involved. We take the time to get to know our clients and what they want to achieve. This relational approach allows us to act not just as legal advisors, but as trusted partners throughout the process. By combining clear advice, expert drafting and strategic negotiation, we ensure each transaction is legally sound and well-aligned with your wider commercial objectives.