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Buying or selling a business?
This is likely one of the most significant financial decisions you'll make. The stakes are high. Mistakes persist long after completion.
Every transaction has hidden risks.
Buying a business means buying its history - the good and the bad. Selling means managing your ongoing liability. Either way, proper legal guidance protects your interests.
"We've guided Hawke's Bay businesses through transactions of all sizes. Every deal is different, but the fundamentals remain the same."
Due Diligence
Comprehensive review of financial, legal, commercial, and operational aspects. We identify issues before you commit - not after.
Deal Protection
Warranties, indemnities, retention amounts, escrow arrangements - these mechanisms protect your investment or limit your exposure long after settlement.
- Warranty negotiation
- Liability caps
- Earn-out structures
Structure Matters
Asset purchase vs share purchase vs merger - each has different implications for risk, tax, and what you actually acquire. The wrong structure can cost you dearly.
Which side of the table are you on?
Buyers and sellers have fundamentally different concerns. We tailor our approach to your position.
For Buyers
Buying a business means buying its history - the good and the bad. Proper due diligence protects you from inheriting problems.
- Due Diligence - Financial, legal, commercial review before you commit
- Transaction Structure - Asset vs share purchase implications
- Deal Protection - Warranties, indemnities, escrow
- Completion - Smooth handover of the business
For Sellers
Selling your business is often the culmination of years of work. Proper preparation and professional handling maximise your outcome.
- Sale Preparation - Buyers pay more for businesses ready for sale
- Process Management - NDA, information release, buyer qualification
- Liability Management - Protecting you after completion
- Warranty Insurance - Options to limit ongoing risk
Every deal has its own dynamics.
Trade Sales
Industry Buyer
Sale to an industry buyer or competitor. Often includes strategic premium but requires careful confidentiality management.
Management Buyouts
Internal Sale
Sale to existing management team. Requires balancing seller interests with financing constraints.
Family Succession
Next Generation
Transfer to the next generation. Balances commercial terms with family relationships and estate planning.
Private Equity
Investment
Investment from PE funds. Involves complex structuring and ongoing governance arrangements.
Mergers
Combination
Combining businesses. Requires careful structuring of ownership, governance, and integration.
Distressed Sales
Time Pressure
Sales under time or financial pressure. Requires fast action while protecting legal positions.
Strategic Advice
Commercial and legal advice at each decision point. We help you see the full picture before you commit.
Due Diligence
Conducting legal DD and coordinating other workstreams. Identifying issues before they become your problems.
Negotiation
Advocating for your interests while keeping deals on track. We know when to push and when to find solutions.
Documentation
Preparing or reviewing all transaction documents. Sale agreements, warranties, ancillary documents, and financing arrangements.
Completion
Managing conditions, completion mechanics, fund transfers, and post-completion matters. Getting your deal done smoothly.
Regional M&A Experience
We understand Hawke's Bay's business landscape - from primary producers to professional practices and family businesses. Our local knowledge and relationships add value at every stage, from understanding key drivers to knowing who the right buyers might be.
What Our Clients Say
"Prompt, friendly & efficient service"
"I have always received excellent service from Carlile Dowling."
"A pleasure to work with."
To ensure candour, all feedback was collected anonymously.
Related Reading
Limitation Periods in New Zealand: Time Limits for Legal Claims
Understanding time limits for legal claims. Covers contract (6 years), tort (6 years), employment (90 days), and when time starts running.
New Zealand Disputes Tribunal: A Complete Guide
Everything you need to know about the Disputes Tribunal. Covers jurisdiction limits, types of disputes, process, costs, and when to use it.
Company vs Trust: Which Structure for Your Business?
Companies and trusts serve different purposes. Understanding when each is appropriate helps you choose the right structure for your situation.
Meet the team
behind your transaction
Common Questions
We work with businesses of all sizes across Hawke's Bay, from startups and family businesses to established enterprises. Our clients include vineyards, orchards, professional services, hospitality, retail, trades, and many others.
Many business issues require legal advice, even for small businesses. Getting structures and agreements right from the start often prevents costly problems later. We are happy to discuss whether legal help would benefit your situation.
Accountants and lawyers complement each other. Your accountant advises on financial and tax issues. Working alongside your accountant, we handle legal structures, contracts, financing, securities, employment and more.
Any existing documents relevant to your situation: company records, contracts, agreements you are considering, or details of issues you are facing. But if you are just at the thinking stage, that is fine too.
Mergers & Acquisitions Guide
Buying or selling a business? Our step-by-step guide explains what's involved.
Read the GuideReady to discuss your needs? We're here to help.