Corporate and M&A

Mergers & Acquisitions lawyers in London and Thames Valley

Expertise
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Services
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Corporate
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Mergers & Acquisitions

Our corporate legal team advises on all aspects of buying and selling businesses, management buy-outs and management buy-ins for deals up to £100m in value.

Supported by a large, multi-disciplinary, specialist team of lawyers, we undertake a wide range of acquisitions and disposals. Our network of international law firms allows us to regularly work on international transactions.

“Very professional, knowledgeable and accessible lawyers.”

Chambers and Partners

FAQs – Mergers & Acquisitions

The term ‘mergers and acquisitions’ refers to the purchase (and sale) of companies and businesses by individual and corporate buyers (and sellers). There are two broad categories of acquisition – ‘share sales’ and ‘asset sales’. The term ‘share sale’ refers to the purchase (and sale) of a company through the process of selling and transferring the ownership of its shares, whereas the term ‘asset sale’ refers to the purchase (and sale) of a business (which may be owned and operated by a company) through the process of selling and transferring the ownership of its assets.

Mergers and acquisitions can be advantageous for multiple reasons, including: enabling companies and businesses to become more profitable through purchasing already profitable companies and businesses, enabling companies and businesses to grow through acquiring more resources, assets and expertise, and enabling those who own a valuable company or business to receive money by selling such a company or business.

As well as potential rewards, there are potential risks associated with mergers and acquisitions; the main legal risks include the risks associated with the provision of warranties and disclosure. When selling a company or business, amongst other things, the buyer and the seller will usually enter into a share purchase agreement or an asset purchase agreement; as part of this agreement, the seller will usually provide ‘warranties’ (a ‘warranty’ is a contractual promise that a given state of affairs is true) about their company or business, but also qualify/negate these warranties by making disclosures against them in a disclosure letter. If, following the completion of the acquisition, the seller is found to have breached a warranty (against which there is not adequate disclosure), they could be sued for breach of contract by the buyer and be required to pay damages. Legal advice should be obtained by both the buyer and the seller of a company or business in relation to the warranties given and disclosure.

Related services

Advisory & governance

Company secretarial

Debt & funding

Employee Ownerships

Entrepreneurs and owner managers

Structures and reorganisations

Technology & start-ups

Key contacts

Ashan Arif

Partner

View profile

Email Ashan

+44 118 960 4651

Stuart Mullins

Partner

View profile

Email Stuart

+44 118 960 4672

Read, listen and watch our latest insights

14 January 2020
Corporate and M&A

The Rewards and Risks of the ‘Subject to Contract’ Label

Following the recent decision in Farrar v Rylatt , it is clear that use of the phrase ‘subject to contract’ continues to create work for lawyers in commercial situations and relationships.

13 August 2019
Corporate and M&A

Fiduciary duties to company shareholders

Earlier this year I discussed the importance of good corporate governance following the decision in Stobart Group v Tinkler. Paramount to good corporate governance is the adherence to the directors’ duties, whether contractual or fiduciary. Given the inherent lack of tangibility of any duties with a fiduciary persuasion, directors can often be found wanting when trying to quantify and qualify the positions where such duties might be owed to their shareholders.

08 July 2019
Corporate and M&A

Taking and enforcement of charges over shares in English companies

An overriding question for the charge at the outset with any charge over shares will be the marketability of the charged shares in the event of enforcement.

01 July 2019
Corporate and M&A

Clarkslegal supports Turkish food importer to buy wholesaler

We are pleased to complete the acquisition of a wholesale and distribution business for a client which further bolsters existing turnover and operations in different geographical areas.

09 April 2019
Corporate and M&A

Importance of good corporate governance

Director’s duties are paramount to good corporate governance, as outlined by the go-to definition produced by the Cadbury Committee in 1992: “Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The responsibilities of the board include setting the company’s strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship.”

03 January 2019
Corporate and M&A

Powers of Attorney and Corporate Transactions

The recent Judgment of the High Court in Katara Hospitality (a company incorporated in Qatar) v (1) Gerard Guez and (2) Jacqueline Rose EWHC 3063 (“Katara Hospitality”) highlights the importance of ensuring the proper and valid execution of an instrument and also serves as a timely reminder of the importance of ensuring that the scope of an instrument is expressly set out if it is to be successfully relied upon.

“We would recommend Clarkslegal as a leading corporate legal advisor in UK M&A due to their ability to work under a closed budget while keeping the highest professional standards and delivering a top professional advise under total availability, impressive technical-legal know-how and capacity to focus on the key matters at stake.”

Santiago Corredoira-Jack , Partner, Granahan McCourt Capital

“I highly recommend Clarkslegal for their outstanding expertise in M&A transactions and general corporate/commercial work. With a stellar reputation in the legal industry, Clarkslegal has demonstrated a deep understanding of complex mergers and acquisitions, offering invaluable guidance to clients navigating intricate deal structures.”

Jeff Lewis, General Counsel & Director, Kinectrics Inc

“We are very pleased with the support and advice received from on the recent acquisition by BMW Group UK.  With clear, concise and timely advice and management, Ashan and his team helped us navigate through some complex arrangements and seamlessly bridged the gap between the legal and commercial issues”

Amit Kotecha, Senior Legal Counsel – BMW Legal Affairs UK & Ireland 

“I was impressed with the speed, turnaround and frequency of communication in my dealings with Stuart Mullins, in concluding my share purchase.”

Nigel Keene, Managing Director, Whiteknights Estate Agents

“Ashan Arif is central to our working relationship – we have a high degree of trust and confidence in his work. He was interested in our business from the outset, clear about the firm’s capability and focus, and has provided high-value and cost-effective support.”

Legal 500

“Stuart Mullins was great at understanding what my needs were and responded in a timely manner every time. It was great to talk to someone who understood our situation and moved my transaction to completion efficiently and diligently. I really appreciated the extent to which Stuart explained everything to me regarding the transaction agreement, which gave me so much confidence when speaking to the purchaser”.

Jan Tupper, Proprietor, Arniss Equestrian Ltd

“I had an excellent experience working with Stuart Mullins. He was thoughtful, pragmatic, and extremely efficient. Thank you very much for all your hard work to get the deal across the line.”

Jerry Izard, Director, Independent Optics Ltd

Contact Ashan

+44 118 958 5321 contact@clarkslegal.com