Why should buyers use an M&A lawyer when buying a business?

An experienced M&A lawyer understands both the technical legal documents and the commercial judgement needed to keep a deal moving. They know which points matter, where compromise is possible, and how to avoid negotiations becoming unnecessarily expensive or hostile.

What is the difference between an asset purchase and a share purchase?

In an asset purchase, the buyer acquires selected business assets through a new vehicle, which can reduce exposure to historic liabilities. In a share purchase, the buyer acquires the company itself, including its trading history, contracts, potential liabilities, and legal obligations.

Why are warranties and indemnities important in a business acquisition?

Warranties are promises made by the seller about the business, while indemnities can require the seller to reimburse specific liabilities pound for pound. Both help buyers manage risk when due diligence identifies possible legal, tax, employment, customer, or supplier issues.

Dealmakers Podcast

Deal Structures for Buying a Business With John Andrews

M&A lawyer John Andrews explains how buyers can structure acquisitions, protect personal assets, choose between asset purchases and share purchases, and use legal due diligence to reduce deal risk.

Listen to the Episode

Episode 270 | Runtime: 25:52 | Audio Episode

Listen to the Episode

Hear John Andrews explain the legal structures, due diligence priorities, and buyer protections that can make or break a business acquisition.

Episode

270

Runtime

25:52

Topic

M&A deal structures

Format

Live legal presentation and acquisition Q&A

Key Takeaways

Three legal lessons for buyers structuring acquisitions with more control and less personal exposure.

Use the Right Acquisition Vehicle

Buying through a limited company and using a holding company structure can help ring fence liabilities, protect personal assets, and separate risk between acquired businesses.

Know When Asset Purchases Reduce Risk

Asset purchases can limit exposure to historic liabilities, tax issues, and hidden claims, but buyers must check contract transfer rights and change of control restrictions.

Heads of Terms Shape the Deal

Clear heads of terms can prevent late stage disputes over deferred consideration, personal guarantees, completion timing, and other issues that often damage acquisition momentum.

Episode Breakdown

In this episode, Jonathan Jay introduces a live Manchester session with John Andrews, an experienced M&A lawyer from JMW. John sets out the legal foundations buyers need before approaching a business acquisition, including why an M&A specialist lawyer is different from a general commercial lawyer and why poor legal advice on either side can slow or kill a deal.

The discussion covers the main acquisition structures buyers use in the UK, including buying as an individual, using a limited company, building a holding company group, and placing each acquisition into a subsidiary structure. John explains why limited liability matters, how shareholders agreements protect business partners, and why bespoke articles can be critical when more than one shareholder is involved.

John then breaks down asset purchases, share purchases, warranties, indemnities, legal due diligence, data rooms, heads of terms, and deferred payment structures. The episode gives buyers a practical legal framework for assessing risk, protecting against historic liabilities, and structuring a deal that works for both the buyer and the seller.

Best For

First time buyers choosing the right company structure for an acquisition.
Acquisition entrepreneurs comparing asset purchases and share purchases.
Buyers using deferred consideration or cash flow funded deal structures.
Dealmakers preparing heads of terms before instructing lawyers.
Investors who want stronger legal due diligence, warranties, indemnities, and liability protection.

Questions Answered In This Episode

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Step-by-step acquisition roadmap
Financing templates and lender contacts
Due diligence checklists
Deal closing procedures