What are warranties and indemnities?

Warranties are statements about the business, and indemnities are specific promises to cover defined risks. They are often central to how risk is allocated between buyer and seller.

Can you help with an earn-out or staged payments?

Yes. We advise on earn-outs, retentions and deferred consideration, including how performance targets are measured and what happens if there is a dispute.

Do some acquisitions need government notification?

Certain acquisitions in sensitive sectors may require notification under the National Security and Investment Act. We can help identify whether this applies and what steps are needed.

Buying or selling a business | Corporate Solicitors

Q: Do I need heads of terms before I speak to a solicitor?

No. We can help at heads of terms stage, including deal structure, key protections, exclusivity, confidentiality and practical negotiation points.

Q: What is a share purchase agreement (SPA)?

A share purchase agreement is the main contract used for a share sale or share purchase. It sets out the price, completion mechanics, warranties, indemnities, limitations of liability and other key terms.

Solicitor reviewing a share purchase agreement with a business owner

Corporate deals handled properly, with fewer surprises

We regularly act for owner managed businesses, family businesses, SMEs and management teams.

Buying or selling a business is rarely just a “legal document” job. The structure of the deal, the timetable, the negotiation points, and the risk allocation all affect what you actually walk away with.

Ansons Law supports businesses across Dudley, Cannock, Lichfield and Sutton Coldfield, as well as the wider West Midlands and Staffordshire, with clear advice through:

Share sales and share purchases
Asset sales and asset purchases
Management buyouts and internal succession deals
Minority investments and staged acquisitions

We work alongside your accountants, tax advisers and funders to keep the process moving and make sure the paperwork reflects the commercial reality.

What we can help with

Clear advice and practical support at every stage of buying or selling a company or business.

Get Started

Heads of terms and deal structure advice

NDAs and confidentiality agreements

Legal due diligence and red flag reporting

Drafting and negotiating sale agreements (share or asset)

Warranties, indemnities and disclosure process

Earn-outs, retentions and deferred consideration

Funding and lender requirements (loans, security, guarantees)

Employee matters, including TUPE where relevant

Share sale or asset sale, what is the difference?

In a share sale, the buyer buys the shares in the company, so the company keeps its assets and liabilities. In an asset sale, the buyer purchases selected assets and the parties agree what liabilities transfer. The right structure affects tax, risk, employees and property, so it is worth getting advice early.

Why due diligence is important

Due diligence is the buyer’s review of the business, covering key contracts, employees, property, finance and any disputes.

Findings often drive price changes, extra protections in the agreement, or conditions that must be met before completion.

Why specialist support helps

A clearer deal structure

Structure drives tax, risk and speed. Early input can prevent costly rework later.

Fewer surprises in due diligence

We help you prepare what will be requested and respond efficiently.

Stronger contract protection

Warranties, indemnities and disclosure are key risk areas in most deals.

Better negotiation outcomes

Commercial drafting that protects you without derailing the transaction.

A smoother completion

We manage conditions, signatures, filings and completion mechanics.

The right consents addressed

Some acquisitions require notifications or consents, including under the NSI regime in certain sectors.

Keeps the deal moving

We manage the timetable, documents and completion steps so the transaction progresses without unnecessary delays.

buying or selling a business FAQs

Making a will can feel daunting, but the process is usually straightforward with the right advice. These FAQs cover the basics, from validity and reviews to updates and executors.

If you would rather speak to someone, our Wills team can help.

Simply give us a call on 01543 263456.

How long does it take to buy or sell a business?

Timelines vary, but many transactions complete in a few months. The timetable depends on deal complexity, funding, due diligence findings, and how quickly documents and information can be provided.

Do I need heads of terms before I speak to a solicitor?

No. We can help you at heads of terms stage, including deal structure, key protections, exclusivity, confidentiality and practical negotiation points.

What is a share purchase agreement (SPA)?

An SPA is the main contract used for a share sale or share purchase. It sets out price, completion mechanics, warranties, indemnities, limitations of liability and other key terms.