Business and Assets Sale & Purchase
Support For Your Business Transaction
Guiding you through buying or selling a business or its assets
Buying or selling a business, or parts of a business, is one of the most important commercial transactions you can undertake. Whether you are purchasing a thriving enterprise, selling your business, acquiring selected assets or divesting part of your operations, careful legal guidance is essential. These transactions can involve significant financial commitments and complex contractual arrangements, so it is important to identify risks early and ensure the deal is structured to achieve your objectives.
At Ellis-Fermor & Negus, our experienced corporate and commercial team provides comprehensive support for business and asset sales and purchases. We advise on the legal structure of the transaction, due diligence, negotiations, sale and purchase agreements, asset transfers and other contractual arrangements, helping you understand the risks and obligations involved.
We work closely with you and your other professional advisers throughout the transaction, helping to keep matters moving and ensuring important legal issues are addressed before completion. Whether you are acquiring a new business, selling an established company or restructuring your operations, we provide commercially focused advice designed to protect your interests and help you complete the transaction with confidence.
Have a question? Jump to our FAQs ↓
Make a Free Enquiry Today
‘Excellent response times from the corporate department, supported by a very competent team at EFN. Having used EFN for many years, I couldn’t recommend their services highly enough, excellent!’
Charlotte Stojak
Solicitor and Head of Corporate
Why choose Ellis-Fermor & Negus?
Extensive experience in business and asset transactions (both sale and purchases).
Guidance for private companies, family businesses, and investors.
Advice on structuring, due diligence, contracts, financing, and employment matters.
Practical solutions to protect interests and minimise risk.
Trusted by businesses across the East Midlands for decades.
Meet the team
Charlotte Stojak
Charlotte joined the firm in 2024 and was appointed Head of Department for Corporate in April 2025. Charlotte qualified as a Solicitor in 2015, after studying Law (LLB) at Derby University and the Legal Practice Course at Staffordshire University. Charlotte has worked at a number of large law firms, gaining invaluable experience and exposure. Charlotte’s…
0115 972 5222
charlotte.stojak@ellis-fermor.co.uk
Charlotte Stojak is based at our Long Eaton Office.
View profile
Jennifer Geary
Jennifer grew up in Long Eaton and first worked for Ellis-Fermor & Negus during her University summer holidays in 2003. She graduated from Derby University in 2004 with a Law Degree and returned the same summer to Ellis-Fermor & Negus as an Assistant to David Negus in the Commercial and Litigation Department to complete her…
01159 835 221
jennifer.geary@ellis-fermor.co.uk
Jennifer Geary is based at our Long Eaton Office.
View profileFrequently Asked Questions
Buying or selling a business or its assets involves significant legal and commercial risk. Common risks include:
- Inadequate due diligence – unidentified liabilities, disputes, or contractual obligations which are inherited after the purchase, or can give rise to a claim against the sellers.
- Incomplete contracts – poorly drafted sale or purchase agreements can leave parties exposed and open to liabilities and risks.
- Regulatory compliance issues – with employment laws and regulations, environmental laws and regulations, licensing and sector specific regulations.
- Financial risk – structuring the transaction incorrectly can potentially have higher tax and accounting consequences.
- Operational continuity – by structuring the transaction correctly this could ensure a smooth transition for staff, customers, and suppliers.
Professional legal advice ensures these risks are identified, managed, and mitigated.
1. Share Sales vs Asset Sales
- Share Sales: Buying or selling the ownership in a company through shares. Buyers inherit the company as a whole, including its assets and liabilities.
- Asset Sales: Buying or selling specific assets or parts of a business from individuals or a company , rather than buying or selling the entire company (through a share sale), which can potentially limit exposure to liabilities.
Our team advise collaboratively with your financial and tax advisers on which structure best aligns with your commercial objectives, tax planning, and risk profile.
2. Sales and Purchases of Businesses
- Mergers and acquisitions of small, medium, or large enterprises.
- Partial business acquisitions (e.g., divisions, intellectual property, or brands).
- Negotiation and drafting of business sale/purchase agreements.
- Due diligence on the business to be bought to confirm valuation, liabilities, and compliance.
3. Asset Transactions
- Sale of equipment, property, intellectual property, or inventory.
- Licensing agreements or transfer of intangible assets (such as goodwill of a business).
- Employee transfers and TUPE compliance if staff are involved.
- Structured deals for financing, taxation, or regulatory requirements.
- Negotiation and drafting of an asset sale/purchase agreement.
- Due diligence on the specific assets to be bought to confirm valuation and liabilities.
1. Due Diligence
Before completing a transaction, it is crucial to perform a detailed due diligence exercise. This is important for a buyer, so they understand the assets/business they are purchasing and will include:
- Reviewing financial statements, contracts, leases, and licenses.
- Investigating employment obligations, pensions, and TUPE implications.
- Checking regulatory compliance, litigation risks, and tax status.
- Assessing intellectual property ownership and licensing,
The due diligence exercise is important for the seller as is forms their disclosure to the buyer, which could reduce their liabilities for any claims made by the buyer under the warranties drafted into the business/asset sale agreement.
A thorough due diligence exercise therefore ensures buyers are fully informed and sellers understand their obligations as well as each party gaining important protections.
2. Contracts and Agreements
A carefully drafted agreement is central to a successful transaction. Key elements include:
- Purchase price and payment terms.
- Warranties and indemnities to protect parties against unforeseen or known issues.
- Conditions precedent and completion requirements.
- Non-compete clauses and ongoing obligations.
3. Financing and Structuring
We advise on how to structure the deal, including:
- Use of loans, investor funding, or deferred payments.
- Alongside your tax advisers, tax-efficient structuring for buyer and seller.
- Vendor financing arrangements and risk mitigation.
4. Employment Considerations
When staff are part of a business sale, legal issues include:
- TUPE compliance for transferring employees.
- Redundancy planning if roles change.
- Employment contracts and consultation obligations.
Phone: 0115 972 5222 • Contact form: ellis-fermor.co.uk/contact-us
Get expert legal advice on Business and Assets Sale and Purchase today