M&A lawyers - mergers & acquisitions
Our M&A solicitors provide expert legal advice to manage legal risk and maximise returns as a genuine and trusted business partner for our clients.
Buying or selling a business is a significant process and it requires clear, strategic legal guidance at every step. As specialist M&A solicitors, we work closely with business owners, investors, and management teams to deliver deals that are efficient and aligned with their long-term commercial goals.
Whether you are planning a full sale, strategic acquisition, or complex group re-organisation, our role is to protect your interests, anticipate legal risks, and ensure a smooth transaction from negotiation through to completion. Our ethos is not to treat a transaction as a platform for legal debate but rather to get the deal done in the most focussed and effective way.
Boyes Turner combines the level of expertise expected of City firms with a ‘more personal touch’.
M&A services
Our M&A solicitors work with clients throughout the entire transaction cycle, from initial deal structuring and heads of terms through to the management of the legal due diligence process, the negotiation and agreement of final form documents and post-completion support.
Our services cover M&A transactions of all types including:
Accelerated M&A
Accelerated M&A are less traditional and involve quick, time-sensitive transactions to either preserve assets, workforce, suppliers or achieve discounted pricing, depending if you are buying or selling.
Company and business sales & purchases
Cross-border transactions
Advising buyers and sellers on the legal challenges of completing deals across multiple jurisdictions.
Employee Ownership Trusts (EOTs)
Our corporate solicitors possess deep, specialised knowledge of Employee Ownership Trusts, including the latest legal frameworks and industry best practices.
Group restructurings
Reorganisations are used to simplify or rationalise the structure of a group of companies. This could be a pre-cursor to a sale of all or part of the group’s business, or a post-acquisition process.
Management Buyout (MBOs) & Buyins (MBIs)
Post-completion support
We will continue assisting with all post-completion legal filings and advising on on-going matters of business integration, including employment matters and commercial contracts.
Share buybacks
Managing the tightly regulated process of a company acquiring its own shares.
Merger & acquisition FAQs
How long does an M&A transaction usually take?
The timeline for a merger or acquisition can vary significantly depending on the size, complexity, and structure of the deal. A straightforward acquisition of a small business may take a few months or even only a few weeks, while larger or more complex deals such as cross-border transactions can take six months to a year or longer.
Our M&A solicitors work closely with clients and all professional advisers involved to streamline the process, anticipate delays, and keep transactions on track, ensuring that deals progress efficiently while protecting your legal and commercial interests.
How can I structure an M&A deal to minimise tax liabilities?
Structuring an acquisition or a disposal to reduce tax liabilities requires careful planning and coordination between legal, tax, and financial advisers. Key considerations include whether to pursue a share purchase or an asset purchase, as each has different tax implications for buyers and sellers. Consideration mechanisms, such as earn-outs and sell-side reinvestments will also need to be carefully considered from a tax perspective as their careful structuring can result in tax efficiencies. Sellers may also be able to benefit from reliefs such as Business Asset Disposal Relief.
Our M&A solicitors work closely with tax specialists to determine the most effective deal structure, planning proactively to preserve your options.
What are the legal risks of cross-border M&A transactions?
Cross-border M&A deals carry additional legal risks due to differing laws, regulatory requirements, and corporate governance standards across jurisdictions. For example, a UK company acquiring a business in the EU may face competition law scrutiny from both UK and EU regulators, which could delay the deal or require concessions. Other potential issues include employment law differences, where employee contracts and benefits must comply with local regulations, and differences in the jurisdictional norms covering key points within commercial contracts governed by foreign legal systems e.g. the scope and enforcement of restrictive covenants..
Working with solicitors experienced in international M&A is crucial to identifying and managing cross-border risks. Our M&A team at Boyes Turner has extensive experience and a proven track record in structuring cross-border deals that streamline negotiations and minimise risk.
How should shareholder agreements be handled during an acquisition or a disposal?
At the start of any transaction, it is essential to review existing sell-side shareholder agreements to identify clauses that may affect the deal, such as pre-emption rights, drag-along or tag-along provisions, restrictions on share transfers, and voting rights. Failure to address these provisions early can lead to delays, disputes, or even prevent a transaction from proceeding.
Our M&A solicitors work to identity any relevant provisions early on and advise on the best course of action to address them in order to facilitate the overall deal while protecting the interests of all parties.
What are the key legal risks when acquiring another business?
This will depend on whether you are acquiring the shares or the business and assets of the relevant company. When acquiring its shares, you will be taking on all past, present and future liability of the company e.g. all of its outstanding debts, pending litigation, or regulatory breaches. You will also become legally responsible for its employment and pensions obligations, the ongoing management of its intellectual property rights, contractual disputes with suppliers or customers, and ongoing compliance with industry-specific regulations. Cross-border acquisitions can add further complexity, introducing different legal frameworks, tax obligations, and regulatory approvals. When acquiring the business and assets of the relevant company, in most cases (read on below for a notable exception around employees) it will be possible to exclude those liabilities and obligations you don’t wish to take on.
Our experienced M&A solicitors help to identify these risks early on and when acting for buyers can structure the deal to mitigate exposure and when acting for sellers, negotiate effective limitations to alleviate risk and achieve exit strategies.
How do I handle employee contracts and pensions when acquiring a business?
Employee contracts and pensions are a critical consideration in any acquisition, as obligations must be carefully managed to ensure compliance and maintain workforce stability. During a transaction, it is essential to review employment contracts, benefits, and pension schemes as the default position under English law is that a buyer will always take on all related employment obligations and liabilities as part of any acquisition.
At Boyes Turner, our M&A solicitors work closely with our leading employment law team to handle these matters efficiently, ensuring that our buy-side clients are suitably protected against employment or pensions related issues identified during the due diligence process.
How are business contracts and agreements affected in an acquisition?
What are common pitfalls in M&A deals and how can they be avoided?
M&A transactions are complex, and there are many pitfalls that can derail a deal if not carefully managed. These include inadequate due diligence, which can leave hidden liabilities undiscovered and poorly structured agreements leaving all sides exposed at completion and potentially leading to disputes over warranties, indemnities, or post-completion obligations after the event.
At Boyes Turner, we combine our M&A expertise with support from our employment, commercial agreements, and disputes teams to ensure that all potential pitfalls are identified and managed. This integrated approach helps streamline the transaction, mitigate risk, and delivers a smoother, more predictable outcome for both buyers and sellers.
How do warranties, indemnities, and covenants work in M&A deals?
These are all used as key contractual tools in M&A transactions that allocate risk and protect the interests of buyers whilst achieving exits for sellers. Warranties are given by sellers to buyers as statements of fact about the target company’s business, assets, and liabilities; if a warranty is proven to be untrue, the buyer may then have a claim in damages for its associated losses. Sellers are able to disclose against warranties pre-completion by setting out any facts and circumstances that qualify the warranty and such disclosures will protect them from possible warranty claims depending on the quality and extent of the disclosure that’s made. Indemnities come into play when material issues have been identified by buyers in the due diligence process and are essentially promises given by the sellers to compensate their buyer on a pound-for-pound basis for the specific known or potential liabilities uncovered. Covenants are ongoing obligations or restrictions typically given by sellers and generally cover post-completion non-compete clauses.
Our M&A solicitors work closely with clients to negotiate, and structure these provisions in a way that balances protection and commercial practicality.
How are intellectual property and proprietary assets protected in a deal?
Intellectual property (IP) and other proprietary assets are often among a company’s most valuable resources, making their protection a key consideration in any M&A transaction. Risks can arise if IP ownership is unclear or if key IP is licenced from a third-party and can’t be freely transferred as part of the transaction, these kind of issues can potentially reduce the value of the business and/or create barriers to completion. At Boyes Turner, our M&A solicitors work closely with our commercial team to ensure that any issues with a target company’s IP are identified early on in the deal process and resolved in the most efficient way.
Who we help
Whether you’re launching, scaling or looking ahead to your next chapter, our teams are built to support businesses like yours.
Ambitious start-ups
Getting the foundations right from day one, from incorporation and shareholder agreements to protecting your IP.
Owner-managed businesses
Practical, commercially focused advice that understands the pressures of running your own company.
SMEs and scale-ups
Supporting the legal demands of growth: new contracts, new people, new markets.
UK and international corporates
Sophisticated, multi-disciplinary advice across sectors from tech and hospitality to healthcare, water and agriculture.
Related legal Services
Corporate Governance
We provide corporate governance and company secretarial services to a wide range of clients, from listed multinationals to enterprising start-ups, across a variety of industry sectors.
Employee ownership trusts (EOTs)
Our expert EOT solicitors provide trusted guidance and comprehensive support throughout every stage of establishing an Employee Ownership Trust.
Family investment companies (FICs)
There has been a rise in popularity of Family Investment Companies (FICs) as a tax-efficient tool for wealth and generational planning – especially if you are a high-net-worth individual.
Funding & investment
Joint venture agreements
We advise businesses of all sizes, from entrepreneurial start-ups and growing local businesses to listed multinationals — on the negotiation, preparation and structuring of joint venture arrangements.
Restructuring a business
Reorganisations could be a pre-cursor to a sale of all or part of the group’s business, or a post-acquisition process. Benefits include the simplification of reporting and a reduced cost and compliance burden.
Shareholder agreements
Our corporate lawyers have extensive experience of advising businesses of all sizes, drafting clear, practical, and tailored agreements that reflect commercial objectives whilst minimising risk.
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