Our client owned shares in and was a director of a successful company. A new opportunity arose for him. He wanted to sell some of his shares in the company, join with others to incorporate a new company and buy a business as a going concern.
We helped him:
- Enter into a purchase agreement for the business that contained extensive vendor warranties and was conditional upon our client getting finance, being satisfied with his due diligence on the business, obtaining the agreement of certain key staff to remain with the business upon its transfer, and selling sufficient shares in his company to provide equity in the new business;
- Produce the information his bank needed to approve the finance application;
- With due diligence by building a checklist of matters to be investigated, and reviewing contracts including a lease, employment agreements, supply contracts and terms of trade;
- Sell shares by drafting a sale agreement with limited vendor warranties, waivers of pre-emptive rights, and share transfers, then settling the sale;
- Incorporate the new company, obtain accounting and taxation advice on the extent to which it should be capitalised and shareholder loans advanced, draft a shareholder agreement, negotiate lease terms in new premises, draft shareholder loan and security documents, register the security on the Personal Property Securities Register, and have that security held in trust for all shareholding lenders.