We were instructed to act on behalf of the sellers in connection with the sale of the entire issued share capital of an established accounting services business, to a larger national accountancy group, as part of the buyer’s wider acquisition project. The transaction formed part of a wider, multi‑faceted arrangement involving a number of related corporate transactions prior to the final share sale being concluded, which required careful co-ordination to ensure a cohesive and commercially effective outcome.

In addition to the main share sale, our instructions covered two connected transactions completed ahead of the final sale, resulting in a more complex but well‑structured overall deal for the end buyer. The transaction was completed via our affiliation with 360 Law Services in March 2026.

Understanding the Transaction
The sellers had agreed to sell the shares in their company (the “target”) to a third‑party purchaser as part of an overall exit strategy. The buyer was keen to acquire the existing business as part of its strategic acquisition project, bolstering its growth and expansion nationally. Alongside the main share sale, our instructions also involved:

  • Completing an asset purchase arrangement relating to a separate accounting/bookkeeping practice which includes the acquisition of the goodwill, existing client contracts and fees, and associated business records.
  • The sale of shares held by the target company in a joint venture company which had been formed to provide wealth management services, to the continuing joint venture partner who had agreed to continue the business alone.

The sellers had already undertaken a large proportion of the buyer’s due diligence process prior to our formal instruction, and initial drafts of the transaction agreements for all three elements were already in circulation at the time of our appointment to act for the sellers.

Our role therefore involved both reviewing the existing draft documentation provided and advising on the re-drafting/amendment of the same where the original drafting did not provide appropriate legal or commercial protection for the sellers, as well as ensuring it aligned with the sellers requirements and agreed heads of terms.

As part of the overall arrangements, the sellers also agreed to remain involved with the company post‑completion by providing consultancy services through consultancy agreements entered into via a newly formed company established specifically for that purpose, and to assist with a smooth transitional period for the existing clients.

Our Work on the Transaction
We advised the sellers throughout the process, managing all legal aspects of the main transaction and the related ancillary transactions to be completed as part of the arWe advised the sellers throughout the process, managing all legal aspects of the main transaction and the related ancillary transactions to be completed as part of the arrangements, through to successful completion of the deal for the sellers as our client. Our work included:

1. Review and Advise on Transaction Agreements
We advised on and reviewed multiple principal transaction documents, including:

  • The share purchase agreement for the sale of the entire issued share capital of the target company.
  • The asset purchase agreement relating to the acquisition of the related accounting practice.
  • The share purchase agreement governing the sale of the company’s interest in the joint venture entity.

In all cases, our advice was focused on ensuring that the assets/shares being transferred were accurately defined and properly transferred, any excluded assets and liabilities were clearly identified, risk was appropriately allocated between the parties and transitional responsibilities were clearly set out between the parties.

As the end buyer would also be ultimately responsible for the obligations of the target under the terms of the asset purchase and the joint venture share sale documents, it was crucial to ensure that we had sign off on all documentation from their representatives as part of the process prior to concluding those elements.

In addition to the above, we also reviewed and advised on the form and terms of the consultancy agreements entered into by the sellers, via their consultancy company, following completion. These arrangements enabled the sellers to continue providing services to the target ensuring continuity for the business, helping smooth the transition of clients to the new owners, whilst clearly defining post‑completion obligations and protections.

2. Drafting and Advising on Disclosure
In conjunction with our client, we prepared a full disclosure letter against the warranties contained in the main share purchase agreement relating to the sale of the target together with an accompanying disclosure bundle, carefully tailoring each disclosure to qualify the warranties which were given by the sellers to the buyer as part of the sale process, in order to mitigate the risk of post‑completion claims. This involved:

  • Identifying matters requiring disclosure against the warranties
  • Preparing clear and robust disclosures to reduce the sellers’ exposure to post‑completion claims
  • Liaising with the buyer’s advisers to agree the final form of the disclosure documents

3. Preparation of Ancillary Transaction Documents
We prepared and negotiated all ancillary documentation required to complete each element of the transaction, including:

  • Board minutes and shareholder resolutions.
  • Stock transfer forms and completion deliverables
  • Handover documentation relating to client records
  • Transitional assistance provisions

Given the interconnected nature of the transactions, it was essential that the ancillary documents were consistent across all three deal components and in each case accurately reflected the deal structure.

During the buyer’s due diligence process, issues were identified relating to:

  • A capital reduction undertaken in 2020, and
  • A share reclassification carried out in 2024,

where company records and filings contained errors. Once identified by the buyer’s legal advisors, we worked with our client to resolve the issues and prepared the necessary ratification board minutes and shareholders’ written resolutions, together with supporting documentation, to properly regularise these historic matters and mitigate risk to the sellers.

4. Completion of the Transactions
We coordinated and managed completion across all three transactions in conjunction with the buyer’s solicitor and other third parties and advisors involved as appropriate, ensuring that:

  • Execution versions of the main transaction documents and ancillary documents were in line with the agreed, final forms,
  • All documentation was properly executed and all conditions/deliverables were provided on or before completion of the relevant transaction,
  • Overseeing funds transfers, exchange and completion of signed documentation and completion confirmations.

Outcome
The transaction completed successfully, enabling the sellers to achieve a clean exit from the target and align their related business interests through a co-ordinated series of transactions. Our involvement ensured that the sellers were protected throughout, historic corporate issues were properly resolved, and post‑completion arrangements were clearly documented and ensure that the sale progressed smoothly and within a tight timetable.

This matter demonstrates our ability to manage complex, multi‑transaction disposals while delivering clear, pragmatic advice and maintaining control over risk and timing.