Selling or acquiring a business involves far more than agreeing a price. Transaction structuring, tax planning, due diligence, warranties and indemnities, completion accounts and post-deal adjustments all affect the final outcome materially — and all require careful handling. For business sales, we help owners prepare the business for market, establish a realistic and defensible valuation, prepare information memoranda and financial data for potential buyers, manage the due diligence process, and advise on the tax implications of different deal structures — including the availability of Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) on qualifying disposals. For acquisitions, we advise on target identification, valuation, due diligence on the target business, deal structuring and funding, and the tax implications of the acquisition — including stamp duty land tax where property is involved and any deferred tax considerations in the target.

A management buyout occurs when the existing management team of a business purchases it from its current owners — typically with a combination of their own equity, debt funding from a bank or private lender, and sometimes vendor financing from the selling shareholders. A management buy-in involves an external management team acquiring the business. MBOs and MBIs are often more complex than straightforward trade sales because they require the management team to wear two hats simultaneously — as buyers negotiating the best possible price, and as the management of the business they are acquiring. Funding structures are also more layered than in a standard acquisition. We advise both management teams and selling shareholders in MBO and MBI transactions, helping structure deals that work for all parties and ensuring the tax position is optimised — for the sellers in terms of Capital Gains Tax, and for the management team in terms of how their equity participation is structured.

Due diligence is the process by which a buyer independently verifies the financial, commercial and operational position of a target business before completing a transaction. It is the point at which the assumptions underlying the agreed price are either validated or challenged. We provide financial due diligence services for buyers — reviewing the quality of earnings, working capital requirements, net debt position, and any financial risks or liabilities that may not be apparent from the headline accounts. We also prepare vendor due diligence reports and financial data rooms for sellers, helping them anticipate and address buyer questions before they arise. Thorough due diligence protects buyers from paying too much and sellers from dealing with post-completion claims. It is one of the most important parts of any transaction and one of the most frequently underestimated.

Business valuations are required in a wide range of situations — not just ahead of a transaction. We prepare independent business valuations for: – Pre-sale planning and market positioning – Shareholder disputes and exit of minority shareholders – Management buyouts and equity restructuring – HMRC purposes including Enterprise Management Incentives (EMI) and share schemes – Divorce and matrimonial proceedings – Estate planning and inheritance tax – Legal disputes Valuation methodology depends significantly on the nature of the business and the purpose of the valuation. The most common approaches for owner-managed businesses are earnings multiples (EBITDA-based), discounted cash flow and net asset value — and the appropriate method varies by sector, business model and transaction context. We explain our methodology clearly so that the valuation is defensible and understood, not just a number on a page.

Financial models are used in corporate finance transactions to forecast business performance, assess the impact of different deal structures, model funding scenarios and stress-test the assumptions underlying a transaction. A well-constructed financial model gives all parties greater confidence in the numbers — and exposes weaknesses in the assumptions before they become problems. We build financial models for management teams preparing for an MBO, for acquirers assessing target businesses, and for businesses preparing for a funding round or bank presentation. Our models are built to be understood and used by the management team — not just reviewed once and filed.

We start by understanding what you want to achieve and what the timeline looks like. This shapes everything that follows — including whether now is the right time, what needs to happen before a transaction, and what the realistic options are.

Most transactions benefit from a preparation phase — getting the business, its records and its structure into the best possible shape before going to market or approaching a target. We advise on what to do and in what order, including any restructuring that should happen in advance for tax or commercial reasons.

We support the transaction through to completion — preparing or reviewing financial information, managing due diligence, advising on deal structure and pricing, and coordinating with legal advisers, funders and the other party as needed.

Completion is not the end of the process. Completion accounts, earn-out periods, tax filings and post-deal integration all require attention. We continue to support clients through the post-completion period and beyond.