Buying or Selling a Business? Start With the Structure
In our world, one of the first questions we ask clients isn’t “What’s the price?” - it’s:
“Are we doing this as a share deal or an asset deal?”
Because how you structure a business transaction can have a bigger impact than the deal value itself.
What is a Share Purchase?
A share purchase is where a buyer acquires the shares in a company, taking ownership of the entire business - assets, contracts, employees and importantly… liabilities.
It’s often the preferred route for established businesses where continuity matters.
The Reality: It’s Not Just a Contract
A share deal isn’t just signing an agreement. It’s a process, and getting it right early saves time, cost and stress later.
Most transactions follow a similar path:
Pre-deal planning – confidentiality agreements, heads of terms, exclusivity
Due diligence – understanding what’s really being bought (or sold)
Negotiating the SPA - the legal backbone of the deal
Consents & approvals - from banks, landlords, regulators
Completion - transfer of shares and payment
Post-completion – filings, tax, and integration
Each stage carries risk - and opportunity.
Why Due Diligence Really Matters
This is where deals are won or lost.
A proper review will uncover:
Hidden liabilities
Problem contracts
Tax exposure
Regulatory issues
It also shapes the warranties and protections in the Share Purchase Agreement because in UK law, the principle is still very much: buyer beware
Price vs Value - They’re Not the Same
Valuation is only the starting point.
Deals are often structured on a:
Cash-free, debt-free basis
With price adjustments (completion accounts or locked box)
Commercial drivers, negotiation strength and risk allocation all influence the final number.
Common Pitfalls We See
Rushing heads of terms without thinking through structure
Underestimating due diligence timelines
Missing key third-party consents (banks, landlords, suppliers)
Poorly drafted SPAs that don’t reflect the commercial deal
Our Approach at Daly McCormick
At Daly McCormick LLP, we do things differently.
We’ve sat on the other side of the table - working in-house with accountants, tax advisors and deal teams.
That means:
We understand how deals actually work commercially
We spot issues early (often before they become legal problems)
We speak the same language as your accountant
Thinking About Buying or Selling a Business?
We’re always happy to have an initial chat.
Dungannon, Belfast, Omagh
02887441840
Disclaimer: The information provided here does not, and is not intended to, constitute legal advice. Instead, the information and content available are for general informational purposes only.
