MSR Solicitors has expertise in mergers and acquisitions (M&A) law advice under English law.
Mergers and acquisitions are amongst the most significant commercial transactions a business can undertake. We act for buyers, sellers, investors and management teams on M&A transactions across a range of sectors and deal sizes.
At MSR Solicitors, we are regularly instructed on acquisitions and disposals where clients require commercially focused advice, disciplined execution and close attention to risk. We understand that M&A transactions are not merely legal exercises but strategic decisions with long-term consequences for businesses, shareholders and stakeholders.
Our work covers share acquisitions, asset acquisitions, mergers, demergers, management buyouts and strategic investments. We provide advice at every stage, from initial structuring and due diligence through to negotiation, completion and post-completion integration.
We act for private companies, owner-managed businesses, institutional investors and management teams. Our role is to ensure that the transaction reflects the client’s commercial objectives, that risks are identified and allocated appropriately, and that the legal documentation supports a clean and enforceable deal.
Due diligence
Due diligence is the foundation of any acquisition. We conduct thorough legal due diligence on the target company, examining corporate structure, commercial contracts, property, employment, intellectual property, regulatory compliance, litigation and financial arrangements.
Our due diligence reports are focused, practical and tailored to the nature of the transaction. We identify material risks, assess their commercial impact and advise on appropriate protections in the transaction documentation.
Transaction structuring and documentation
We advise on the most appropriate transaction structure, taking into account tax efficiency, regulatory considerations, funding arrangements and the parties’ commercial preferences.
We draft and negotiate share purchase agreements, asset purchase agreements, disclosure letters, warranties and indemnities, escrow arrangements and completion mechanics. Our documentation is precise, enforceable and designed to reflect the agreed commercial terms whilst protecting our clients’ interests.
We also advise on and draft shareholders’ agreements, articles of association, service agreements and consultancy agreements where management or key employees are retained or incentivised as part of the transaction.
Regulatory compliance and post-completion support
Where the transaction raises regulatory issues, we coordinate with specialist advisers and ensure compliance with applicable rules, including competition law, financial services regulation and sector-specific requirements.
Post-completion, we advise on integration matters, completion accounts disputes, warranty claims and the exercise of post-completion rights such as earn-outs, drag-along provisions and exit rights.
Why MSR Solicitors
Clients instruct MSR Solicitors because we bring City-level technical capability to mid-market transactions. We are partner-led, commercially focused and responsive. We understand that timing and discretion are often as important as legal precision, and we work closely with clients and their other advisers to deliver transactions efficiently and effectively.
Case experience
We recently represented a client in the acquisition of two pharmacies, structured as a going-concern business sale with both assets being sold together. The transaction involved coordinating with regulators, managing employee transfers under TUPE and ensuring continuity of supply arrangements.
In another matter, we acted for a client taking over a commercial tenancy in London’s Chinatown district for the establishment of a restaurant. The transaction followed a preliminary joint venture agreement, which we also drafted, and involved negotiating lease terms, licences and fit-out arrangements.
FAQs
What is the difference between a share purchase and an asset purchase?
A share purchase involves acquiring the company itself; an asset purchase involves acquiring specific assets and liabilities. The choice affects tax, liabilities and structuring.
How long does an acquisition take?
Timescales vary, but a straightforward private company acquisition typically takes six to twelve weeks from heads of terms to completion.
What are warranties and indemnities?
Warranties are statements of fact about a target, restriction or milestone; indemnities are promises to compensate for specific liabilities. Both allocate risk between buyer and seller.
Typical process
- Initial consultation and advice on transaction structure.
- Heads of terms and exclusivity arrangements.
- Due diligence on the target.
- Drafting and negotiation of transaction documentation.
- Completion and post-completion support.
Contact our commercial team today for a free, no-obligation discussion.
