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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.

Our merger and acquisition 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:

  • Company and business sales & purchases – guiding owners and investors through acquisitions and disposals with a focus on value and risk management. 
  • Accelerated M&A - handling time-sensitive transactions (e.g. urgent divestments).
  • Management Buyouts (MBOs) & Buy-Ins (MBIs)  – structuring and completing transactions that allow management teams to take ownership or bring in new leadership.
  • Share buybacks – managing the tightly regulated process of a company acquiring its own shares.
  • Group restructurings - reorganising existing corporate structures. 
  • Cross-Border transactions – advising buyers and sellers on the legal challenges of completing deals across multiple jurisdictions.
  • Employee Ownership Trusts (EOTs) – advising on structuring and completing the sale of business to employee ownership trusts.
  • Post-completion support – assisting with all post-completion legal filings and advising on on-going matters of business integration, including employment matters and commercial contracts.

Why use our merger & acquisition solicitors?

  • Highly experienced in M&A law: Our M&A solicitors are all experienced deal managers with extensive experience acting on deals of varying sizes across a wide range of industry sectors, combining deep legal knowledge with practical, commercial insight.
  • Tailored solutions:  Every transaction is different and will require a bespoke solution. We work with our clients to ensure we have a deep understanding of their individual circumstances, priorities and ambitions and build a partnership in which we deliver not just end-to-end legal advice but also a strategic overview and business guidance, throughout the deal process.
  • Legal technologies: We utilise best in class legal technologies to streamline our work for clients.
  • Collaborative approach: M&A deals often involve multiple advisers, including accountants, tax specialists, and corporate finance professionals. We work seamlessly with all parties to ensure a coordinated, efficient approach, minimising delays, preventing miscommunication, and optimising both legal and financial outcomes.
  • Full-service leading law firm: Boyes Turner is ranked as a leading law firm by Chambers UK and The Legal 500. As a full-service firm, we can seamlessly integrate M&A advice with other legal needs, including commercial, employment, private wealth, and commercial property matters. This holistic approach ensures that all aspects of your business transaction are considered, giving you confidence and peace of mind throughout the deal.

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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?

Existing business contracts and agreements can be significantly impacted as they may contain clauses such as change-of-control provisions, termination rights, or restrictions on assignment that could be triggered by the transaction. Failing to review and manage these contracts can lead to disputes, unexpected liabilities, or delays in completing the deal.

At Boyes Turner, our M&A solicitors work closely with our commercial team to assess and manage these risks and ensure that transactions still close.

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.

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