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Mergers, Acquisitions and Disposals

Buy or Sell shares in a Company

Guiding you through share transactions

Buying or selling shares in a limited company is one of the most significant financial and strategic decisions a business owner or investor can make. Whether you are acquiring a competitor, merging with another company, bringing in new investors or selling your shares and exiting the business, the transaction can involve substantial financial commitments and complex legal considerations. Careful legal advice is essential to ensure the deal is properly structured, potential risks are identified and your commercial objectives are protected.

At Ellis-Fermor & Negus, our experienced corporate team provides end-to-end support for mergers and acquisitions (M&A), helping clients buy or sell shares in limited companies. We advise on due diligence, heads of terms, sale and purchase agreements, warranties and indemnities, shareholder arrangements and the other legal documentation required to complete the transaction.

We work closely with you and your other professional advisers throughout the process, helping to identify issues early, negotiate appropriate protections and keep the transaction moving towards completion. Whether you are expanding through acquisition, selling an established business or bringing new investment into a company, we combine legal expertise with commercial awareness to provide practical advice tailored to your objectives.

We support companies, shareholders and investors across the East Midlands and beyond, helping you navigate the complexities of M&A and complete your transaction with confidence.

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0115 972 5222

corporate@ellis-fermor.co.uk

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‘Excellent response times from Charlotte all 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

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Why choose Ellis-Fermor & Negus?

Experienced team specialising in mergers, acquisitions, and business sales

Expertise in corporate structuring

We act for both buyers and sellers – experienced on both sides of transactions

Strategic advice to protect interests and achieve business objectives

Trusted by business owners and investors across the East Midlands

Speak to our team today to explore your options with no obligation

Meet the team

Smiling female solicitor wearing an orange blazer, representing Ellis-Fermor & Negus, a solicitors' firm in the East Midlands.

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.

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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.

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Frequently Asked Questions

Why Legal Advice Matters in M&A

Mergers, acquisitions and disposals are legally complex and involve multiple considerations:

Why Legal Advice Matters in Business Finance

Financial agreements often involve complex terms and significant risk. Legal guidance ensures:

Heads of Terms – agreeing key terms to the deal early on in the transaction.

Confidentiality – ensuring that non-disclosure agreements / confidentiality agreements are in place before sharing important confidential company information.

Due diligence – obtaining / providing or reviewing information on legal, and operational matters.

Contracts and agreements – drafting or reviewing sale and purchase agreements.

Regulatory compliance – ensuring adherence to relevant company/ employment law, and working alongside your tax and financial advisors to adhere to relevant tax regulations.

Risk management – identifying liabilities and mitigating liability and risk against future claims.

Negotiation support – securing favourable terms and protecting client interests.

Without professional guidance, a transaction can face delays, disputes, or even failure to complete, potentially costing clients a significant amount of money.

When buying shares in a limited company, you need to be sure of what you are acquiring and the associated risks. Key Considerations:

1. Preparation

Preparing and /or reviewing and negotiating heads of terms to ensure that key terms are agreed before getting too far into the transaction and incurring wasted costs.

2. Due Diligence

We review contracts, leases, intellectual property, liabilities and employee obligations.

3. Asset vs Share Purchase

Advising on whether to purchase assets or shares, depending on risk, separately advised tax implications (given by your tax and financial advisors), and strategic goals.

3. Contracts and Warranties

Drafting and reviewing purchase agreements, warranties, and indemnities to protect your position.

3. Contracts and Warranties

Drafting and reviewing purchase agreements, warranties, and indemnities to protect your position.

4. Financing and Structuring

Guidance on financing, loans, and corporate structure for optimal efficiency.

Our team assists you to understand every aspect of the company you are buying, enabling informed decisions and a smooth acquisition.

For owners selling shares in a limited company, the goal is to maximise value while minimising risk.

Key Considerations:

Preparation: Preparing legal documentation such as confidentiality agreements / NDAs when starting to speak with potential buyers to protect the information you are sharing, negotiating and drafting heads of terms to ensure that key terms are agreed before getting too far into the transaction and incurring wasted costs.

Due Diligence and Disclosure: Supporting you in the due diligence process to ensure that information is given and disclosed to the buyer in the right way, giving you the upmost protection.

Contracts and Sale Agreements: Drafting / reviewing agreements covering warranties, liabilities, and post-sale obligations.

Negotiation: Advising on and negotiating where needed on the key documentation for the transaction to best protect your interests and achieve desired outcomes.

Tax Planning: working collaboratively with your tax and financial advisors, structuring the transaction to minimise Capital Gains Tax and other liabilities.

Post-Sale Considerations: Advising and negotiating on non-compete clauses, ongoing consultancy agreements, and transition arrangements.

We guide sellers through the entire process, ensuring compliance and smooth transfer of ownership.

Mergers involve combining two or more businesses (of whatever legal structure) into a single entity. Key legal considerations include:

Structuring the Merger: Deciding on share exchanges, asset transfers, or corporate restructuring.

Employee Matters: TUPE obligations, redundancy planning, and consultation requirements.

Regulatory Compliance: filings with Companies House.

Integration Planning: Managing contracts, intellectual property, and operational continuity.

Legal Documents: preparing / reviewing / negotiating the legal documentation needed to document the merger.

We support businesses in achieving strategic objectives while mitigating risk, ensuring the merger is legally and commercially successful.

Step 1: Initial Consultation

Understand your objectives for buying, selling, or merging.
Assess risks, legal obligations, and regulatory requirements
Advise on possible corporate structures.
Prepare detailed heads of terms.

Step 2: Due Diligence and Preparation

Ensure any necessary NDAs / confidentiality agreements are in place.
Conduct detailed review of legal, and operational matters.
Identify potential liabilities, disputes, or obligations.

Step 3: Negotiation and Drafting

Draft or review sale/purchase agreements, warranties, and indemnities.
Negotiate terms with counterparties.
Ensure legal and commercial interests are protected.

Step 4: Completion and Post-Transaction Support

Facilitate completion of the transaction, ensuring all documents are signed and in order.

Advise on post-sale obligations, such as payment of stamp duty, Companies House filings and the updating of statutory registers.

1. Inadequate Due Diligence – Failure to identify liabilities or provide information in the right way can lead to unexpected and unnecessary financial exposure.

2. Complex Contractual Obligations – Reviewing multiple contracts and agreements can be complex and time-consuming.

3. Employment and TUPE Issues – Ensuring compliance with employee transfer and redundancy laws.

4. Tax Implications – Poor structuring can create unnecessary tax liabilities.

5. Regulatory Approvals – Transactions may require clearance from regulators or authorities.

Our team anticipate and manage these challenges to minimise risk and avoid delays.

Yes. Lawyers ensure legal compliance, protect your interests, manage risk, and facilitate smooth transactions.

Due diligence is a collaborative exercise between your lawyers, financial and tax advisors in which a detailed review of financial, legal, operational, and contractual matters is carried out to identify risks before completing a transaction.

Structuring the transaction as an asset purchase can limit exposure to certain liabilities, but legal advice is essential to mitigate such liabilities where possible.

Timescales vary depending on complexity, size, negotiations and regulatory requirements, typically several weeks to a few months.

Yes. We have experience in providing advice to both buyers and sellers in such transactions, though we cannot act for both the buyers and the sellers on the same transaction.

Warranties are assurances given by the seller to the buyer about the state of the company and can lead to claims from the buyer if they turn out to be incorrect, indemnities are promises to compensate the buyer if certain liabilities arise.

Yes. We can advise on employee matters, contractual obligations, and other legal integration to ensure a smooth transition.

Buying or selling shares in a company requires careful planning, expert legal advice, and strategic support. Our team provide practical solutions, thorough guidance, and robust representation, ensuring your transaction is successful and compliant.

Phone: 0115 972 5222 • Contact form: ellis-fermor.co.uk/contact-us

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