Overview
Oliver & Co was involved in the successful acquisition of a financial advisory business, acting for the buyer in a transaction that involved a cash purchase on completion, combined with an equity element for the sellers. The transaction was complex in its structure, requiring careful coordination across multiple documents and shareholders’ interests. Due to the industry in which the target company operates, it was also necessary to seek approval from FCA.
Key Transaction Details
The primary structure of the deal involved the buyer acquiring 100% of the issued share capital of the target company for a cash consideration paid in full at completion. In addition to the cash element, the sellers also received a 10% equity stake in the buyer’s company as part of the commercial agreement. This necessitated the drafting and negotiation of a shareholders’ agreement and new articles of association to reflect the new ownership structure and ensure appropriate governance arrangements were in place for the buyer’s company moving forward.
Legal Work Undertaken
In addition to preparing and negotiating the Share Purchase Agreement (SPA), we were responsible for coordinating the preparation of the updated constitutional documents, including the shareholders’ agreement and revised articles of association. These documents needed to address key issues such as shareholders’ protections, actions which require shareholder consent, board composition, share transfer restrictions, and dividend policy thereby ensuring alignment between the existing and incoming shareholders.
We also supported the client in navigating the practical and legal considerations around issuing new shares to the sellers and ensuring compliance with company law requirements for share allotments and filings.
Success!
The transaction completed successfully. The deal has since allowed the buyer to integrate the financial advisory business into its broader operations.
We Can Help
We can help businesses and management teams navigate complex acquisitions like this with confidence. Whether the deal involves cash payments, equity arrangements, or regulatory approvals, we provide practical, commercially focused legal advice to ensure your interests are protected and the transaction runs smoothly. From reviewing and negotiating purchase agreements to coordinating across multiple shareholders and securing necessary regulatory approvals, our team can guide you through every stage of a complex deal.
If your business is considering an acquisition or investment opportunity, get in touch with us today. Call us on 01244 312306, email us on law@oliverandco.co.uk or complete the form on our Contact Us page, and one of our team will be happy to discuss how we can support your transaction and help you achieve your business objectives.
