Purchase of Assets and Goodwill

Our client, a company, was purchasing certain assets and goodwill from a target company.

The purchase required careful structuring and thorough investigation to ensure the client understood exactly what they were acquiring and what liabilities, if any, they would be taking on.

We began by outlining a clear plan for the purchase. Due diligence was a key part of the process and we carried out an in-depth investigation into the assets being acquired. This included examining the stock, intellectual property rights, property and contracts. We confirmed that the seller had good title to these assets and identified any liabilities the buyer might assume.

We also considered the employment position. Although employees did not form part of this particular asset purchase, we explained to the client how employment contracts, benefits and the Transfer of Undertakings (Protection of Employment) Regulations would typically be considered at this stage.

Once due diligence was complete, we drafted the asset purchase agreement and deed of assignment of goodwill. We then negotiated the terms between our client and the seller, aiming to achieve a balance between the interests of both parties. Throughout the negotiations, we advised the client on the requests made by the seller and the implications of the terms, as well as the liabilities the seller was agreeing to accept.

Once the terms were agreed, we prepared for completion. As our client was a company, we prepared the necessary documents to evidence that the company was duly authorised to enter into the transaction. We then facilitated the exchange of documents and information between the parties on the completion date, ensuring that both sides had provided everything required under the agreement. We also coordinated the transfer of completion monies from the buyer to the seller.

This purchase included an element of deferred consideration, where the seller was required to comply with certain obligations before our client would be due to make payment of the relevant instalments. We corresponded with the client and the other side to ensure these obligations were met and facilitated the movement of funds on each instalment due date.

We successfully negotiated and completed the asset purchase agreement and ancillary documents for the purchase of the assets and goodwill of the target company.

The transaction was completed within the client’s desired timeline, and they were pleased with the outcome.

“Thanks a lot Amy. Thanks for your help and assistance over the last few months. It’s been a pleasure working with you and should any new opportunities come up, I’ll be sure to reach out to you again.”

Undertaking an asset purchase and conducting thorough due diligence can be a complex process involving legal, financial and regulatory considerations. It is important to ensure that the interests of both parties are balanced and that all parties understand the implications of the agreements and the liabilities they are accepting.

Putting a plan in place and seeking advice at each stage of the transaction ensures that your interests are protected and that the agreement is legally enforceable.