Acquisition lawyer John Andrews explains purchase agreements, warranties, indemnities, deferred consideration, asset purchases, share purchases, SPV risk, and shareholder protections for UK business buyers.
Listen to the EpisodeEpisode 168 | Runtime: 20:06 | Audio Episode
Hear John Andrews explain the legal documents, risk controls, and deal protection points that matter when acquiring a UK business.
Episode
168
Runtime
20:06
Topic
Legal aspects of business acquisition
Format
Expert interview with acquisition lawyer John Andrews
Three legal lessons for acquisition entrepreneurs buying businesses in the UK.
Asset purchase agreements and share purchase agreements should set out price, payment terms, restraint of trade clauses, warranties, indemnities, and completion mechanics with precision.
Warranties create contractual promises, but claims can be costly and hard to prove. Indemnities are used for specific risks found in due diligence and can provide pound for pound recovery.
Articles of association, shareholder agreements, share classes, good leaver provisions, bad leaver provisions, and SPV structure should be dealt with before value is created.
In this episode, Jonathan Jay continues his discussion with his acquisition lawyer John Andrews on the legal side of buying a business. John explains what a purchase agreement should contain, including financial terms, payment mechanics, restraint of trade clauses, warranties, indemnities, and the practical limits of making a warranty claim after completion.
The discussion then moves into deal structure and buyer protection. John covers deferred consideration clauses, time of the essence wording, seller protections, voluntary winding up, wrongful trading, asset purchases, share purchases, transfer at undervalue risk, and why buyers must examine key contracts for change of control provisions before committing to a transaction.
The episode closes with legal structuring for acquisition entrepreneurs who are building a group or buying through an SPV. John explains why articles of association and shareholder agreements should be handled early, how different share classes can support tax planning, and why good leaver, bad leaver, minority protection, and restraint clauses can prevent expensive disputes later.
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