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Mergers & Acquisitions: Warranties and indemnities aren't the same thing.When negotiating a Share Purchase Agreement, it...
24/07/2026

Mergers & Acquisitions: Warranties and indemnities aren't the same thing.

When negotiating a Share Purchase Agreement, it's common to come across both warranties and indemnities.

Although they're often mentioned together, they serve different purposes.

A warranty is a promise about the company being sold.

An indemnity is different. It's used where a specific risk has already been identified and the seller agrees to compensate the buyer if that risk materialises.

An indemnity might be given where there's an ongoing dispute, a known tax issue, an environmental liability or another identified risk affecting the company.

Buyers often ask for indemnities where due diligence uncovers a specific issue. The indemnity then shifts risk across to the seller.

If you're buying or selling a company, understanding the difference between warranties and indemnities can help you negotiate your Share Purchase Agreement more effectively.

Commercial contracts: Your limitation of liability clause matters more than you might think.If there's an issue with the...
22/07/2026

Commercial contracts: Your limitation of liability clause matters more than you might think.

If there's an issue with the products or services you provide, your customer may have a right to bring a claim against you to recover its losses. The financial consequences can be severe.

A limitation of liability clause is one of the key ways of managing that risk.

It can:

• cap the amount that can be claimed against you;
• exclude certain types of losses;
• limit the period in which a claim can be brought against you; and
• restrict the number of claims that can be made.

It's not about avoiding responsibility. It's about agreeing how much risk each party is prepared to take.

If you're entering into an important commercial contract, make sure your limitation of liability clause properly protects your business. If you need help, get in touch.

Mergers & Acquisitions: Restrictive covenants.When a company is sold, buyers often want sellers to agree to certain rest...
20/07/2026

Mergers & Acquisitions: Restrictive covenants.

When a company is sold, buyers often want sellers to agree to certain restrictions after completion.

These restrictions can prevent the seller from competing with the company they've sold, approaching its customers, soliciting its employees or becoming involved in a competing business for an agreed period.

Why?

Because the buyer is paying for more than just the company's assets. They're also paying for its goodwill, customer relationships and workforce.

The scope and duration of these restrictions are often heavily negotiated and should be no wider than is reasonably necessary to protect the buyer's legitimate business interests.

Restrictive covenants aren't there to punish the seller. They're there to protect the value of the company the buyer has acquired.

If you're buying or selling a company and would like advice on restrictive covenants, we'd be happy to help.

Negotiating a Share Purchase Agreement? Here's what you need to know about warranties.When selling a company, one of the...
17/07/2026

Negotiating a Share Purchase Agreement? Here's what you need to know about warranties.

When selling a company, one of the biggest areas of negotiation is often the warranties.

These are the promises a seller makes about the company being sold, covering matters such as its financial position, assets, contracts, employees, compliance and any existing disputes or claims.

Why do they matter?

Because they help the buyer understand the risks they're taking on.

If a warranty later proves to be untrue and the buyer suffers a loss as a result, they may have a claim against the seller.

That's why buyers often seek broader warranty protection, while sellers usually try to limit their exposure.

Warranties aren't there to catch either party out. They're there to help allocate risk between buyer and seller.

If you're buying or selling a company, taking the time to negotiate the warranties properly can provide valuable protection long after completion.

Commercial contracts: Winning the work is one thing. Getting paid is another.Many businesses focus on winning clients. F...
15/07/2026

Commercial contracts: Winning the work is one thing. Getting paid is another.

Many businesses focus on winning clients. Far fewer think about what happens if those clients don't pay.

That's where a well-drafted commercial contract can make a real difference.

Your contract shouldn't just record the agreed price. It should clearly explain when payment is due, whether deposits or staged payments are required, what happens if payment is late and whether you can suspend work or terminate the agreement if payment isn't made.

Those provisions can strengthen your cash flow, reduce the likelihood of disputes and put your business in a much stronger position if payment issues arise.

If an invoice is unpaid, it's too late to negotiate payment terms.

If you're entering into an important commercial contract, taking the time to negotiate the payment provisions can save significant time, cost and frustration later.

Selling your company? You may be asked to agree to an earn-out. Here's what you need to know.An earn-out links part of t...
13/07/2026

Selling your company? You may be asked to agree to an earn-out. Here's what you need to know.

An earn-out links part of the purchase price to the company's performance after completion. If agreed targets are achieved, the seller receives additional payments.

Earn-outs can help buyers and sellers bridge a valuation gap and get a deal over the line.

However, they also require careful drafting.

Once completion has taken place, the buyer controls the company, and the way it's run can directly affect whether the seller receives the additional payments.

That's why it's essential that the Share Purchase Agreement clearly explains how the earn-out will operate, how performance will be measured and how any additional payments will be calculated.

If you're buying or selling a company, investing time in negotiating the earn-out provisions can help avoid costly disputes after completion.

Agreeing the purchase price is one thing. Deciding how it's calculated is another.When buying a company, one of the bigg...
10/07/2026

Agreeing the purchase price is one thing. Deciding how it's calculated is another.

When buying a company, one of the biggest commercial decisions isn't the purchase price. It's how that purchase price will be calculated.

Two of the most common pricing mechanisms are completion accounts and a locked box.

Completion accounts adjust the purchase price after completion using up-to-date financial information. A locked box fixes the purchase price before completion using historic accounts, with contractual protections designed to preserve the company's value until the deal completes.

Completion accounts generally prioritise pricing accuracy, while locked box structures generally prioritise certainty.

Understanding the difference early can make negotiations smoother and help ensure the pricing mechanism reflects the commercial objectives of the transaction.

If you're buying or selling a company, get in touch and we'll guide you through the process.

Signing the contract is the easy part.Many businesses spend weeks negotiating the commercial terms of a deal, but pay ve...
08/07/2026

Signing the contract is the easy part.

Many businesses spend weeks negotiating the commercial terms of a deal, but pay very little attention to the rest of the contract.

That's often where problems begin.

When a commercial relationship breaks down, it's rarely the commercial terms that matter most. It's usually the clauses dealing with issues such as payment, liability, termination, confidentiality and intellectual property.

Those provisions determine who bears the financial risk if something goes wrong, whether either party can end the agreement and who owns the work created during the relationship.

A well-drafted contract isn't just there to record what has been agreed. It provides a framework for dealing with problems if they arise.

Taking the time to negotiate the contract properly at the outset can save significant cost, uncertainty and commercial disruption later.

If you're entering into an important commercial contract, make sure it properly protects your business.

Buying a company? Your Share Purchase Agreement shouldn't just record the price.Many people assume a Share Purchase Agre...
06/07/2026

Buying a company? Your Share Purchase Agreement shouldn't just record the price.

Many people assume a Share Purchase Agreement (SPA) simply records the purchase price. In reality, it does much more than that.

When you buy shares in a company, you don't just acquire its customers, assets and future profits. You also inherit its existing liabilities, some of which may not become apparent until months or even years after completion.

That's why the SPA is such an important document.

It works alongside the legal due diligence process. Due diligence helps identify potential issues, while the SPA determines who bears the financial risk if something later goes wrong.

Negotiating the purchase price is only part of the deal. Negotiating the contractual protections can be just as important.

If you're buying or selling a company, investing time into the SPA can provide significant protection long after completion.

Thinking about buying or selling a company? Get in touch to see how we can help guide you through the process.

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