BUSINESS SUCCESSION
M&A counsel for business succession.
Selling a business. Buying one. We advise business owners, acquisition entrepreneurs and ETA buyers from deal structure and due diligence through SPA negotiations, signing and closing.
Succession is a transaction.
A business succession changes ownership, control and economic risk.
For sellers, price, liability, transition and tax structure need to work together. For buyers, the focus is on the target, financing, due diligence, the SPA and a transition that works after closing.
We approach succession as an M&A transaction and bring Legal, Tax and Accounting together where they affect the deal.
Selling the business.
For many founders and owner-managers, succession is the most significant transaction they will complete.
We advise sellers from preparing the process through closing.
The legal work should follow the economics of the deal. We focus on the points that materially affect price, liability and execution.
- transaction structure
- NDA, IOI and LOI
- due diligence preparation
- purchase price structure
- locked box and closing accounts
- SPA negotiations
- warranties and indemnities
- disclosure
- seller financing
- earn-outs
- management and transition arrangements
- signing and closing
- tax structuring
Buying the business.
An acquisition entrepreneur takes over an operating company with existing customers, employees, contracts, processes and risk.
Before signing, the buyer needs a clear view of what is being acquired, where the exposure sits and how it should be reflected in price, structure or the SPA.
We advise on:
- acquisition structure
- acquisition vehicle
- LOI
- legal due diligence
- tax due diligence
- purchase price mechanics
- acquisition financing
- seller loans
- SPA
- management participation
- signing and closing
- post-closing implementation
Entrepreneurship Through Acquisition.
Entrepreneurship Through Acquisition, or ETA, is entrepreneurship through the acquisition and operation of an existing business.
Acquisition entrepreneurs can pursue a traditional search fund, a self-funded search, an MBI or another acquisition model.
The transaction still needs to work as a deal.
The acquisition structure, financing, due diligence, purchase price, SPA and closing mechanics need to fit together.
CLIQ advises searchers and acquisition entrepreneurs throughout the acquisition process.
From LOI to closing.
01 Structure
Acquisition vehicle, financing structure and commercial deal framework.
02 LOI
Set purchase price logic, exclusivity, financing and key deal terms early.
03 Due Diligence
Legal and tax diligence focused on issues that can affect price, the SPA or closing.
04 SPA
Negotiate purchase price mechanics, warranties, indemnities, disclosure, liability and closing conditions.
05 Signing & Closing
Coordinate conditions precedent, financing, execution and transfer.
06 Post Closing
Set up Corporate, Tax, Accounting and Reporting for the new ownership structure.
Legal, Tax & Accounting after the deal.
Closing changes ownership. It also changes how the company needs to be structured, reported and managed.
The acquisition structure and financing need to work from a tax perspective. Accounting and reporting need to reflect the new ownership model. Corporate structures need to be implemented and maintained.
CLIQ brings M&A, Tax and Accounting together in one team.
Where succession deals get difficult.
Owner dependency
Key customer, supplier and employee relationships may still depend heavily on the seller.
Acquisition financing
Bank debt, equity and seller financing need to work together economically and contractually.
Working capital
The company's operating funding needs can materially affect the economics of the acquisition.
Management
The seller may stay for a transition period. Key employees may need to be retained or incentivised.
Real estate & key assets
Operating real estate, IP and other material assets can drive transaction structure.
Post closing
Governance, Accounting, Reporting and Corporate implementation need to work from day one.
Clear scope. Predictable fees.
For clearly defined transaction phases, we can agree the scope and fees upfront.
Pricing depends on deal structure, size, complexity and the level of support required.
The objective is simple: clarity on scope, deliverables and budget before the work starts.
Business succession insights.
ArticleSearchers
Acquisition GmbH: Get the corporate purpose right before the deal
ArticleSearchers
LOI Signed: What Searchers Should Not Underestimate Next
ArticleM&A
How Much Does M&A Advisory Cost When Buying a Business?
ArticleM&A
Purchase Price Mechanisms in M&A: Locked Box or Closing Accounts?
ArticleTax
Deal Costs in M&A: Deductible Expense or Acquisition Cost?
ArticleSearchers
Legal Due Diligence for Searchers: From Findings to Deal Decisions
Business succession FAQ
When should an M&A lawyer be involved in a business succession?
Ideally before the LOI is finalised. Purchase price mechanics, exclusivity, financing assumptions and other key deal terms are often set at this stage and can shape the rest of the transaction.
What is Entrepreneurship Through Acquisition?
Entrepreneurship Through Acquisition, or ETA, means acquiring and operating an existing business rather than building a company from scratch. Search funds and self-funded searches are common ETA models.
What is an acquisition entrepreneur?
An acquisition entrepreneur acquires an existing company and takes responsibility for operating and developing the business as an owner.
What legal documents are used in a business succession?
Depending on the deal structure, the key documents may include an NDA, LOI, share purchase agreement or asset purchase agreement, financing documents, seller loan documentation, management agreements and transitional arrangements.
What does legal due diligence cover in a succession deal?
The scope depends on the target and the transaction. It can include corporate matters, material contracts, employment, financing, litigation, IP, real estate, compliance and other issues that may affect price, liability or closing.
How much does legal advice for a business acquisition cost?
Fees depend on transaction size, structure, diligence scope, financing, documentation and negotiation intensity. Where the scope can be clearly defined, CLIQ can agree the scope and fee upfront.
Fixed fees for transactions