Mergers And Acquisitions Solicitors

Complex M&A transactions require legal expertise delivered at speed whilst being meticulously accurate. Our corporate and commercial law solicitors, based in Holborn and with over 20 years of experience, will ensure your deal moves through smoothly.

If you are buying, selling, or merging a business in England and Wales, the structure you choose and the thresholds your deal falls under will shape your legal exposure, your tax position, and, in some cases, whether you need regulatory clearance before you can complete. Our company and commercial law team are sharp, focused, and dedicated to getting your deal completed swiftly and smoothly, whilst ensuring your best interests, as either the buyer or seller, are protected.

What does our M&A service cover?

Company acquisitions and disposals in England and Wales combine legal structuring, negotiation, and regulatory checks, and the right approach depends on your commercial goals and risk appetite. Our team advises and acts on:

Share purchases, where you take over the shares in the target company and the company continues to hold its assets, contracts, employees, and liabilities as before.
Asset purchases, where you acquire specific assets, stock, intellectual property, and contracts, structured through a business or asset purchase agreement, so unwanted liabilities can be left behind in the seller's company.
Heads of terms and non-disclosure agreements, setting out the commercial structure, price, exclusivity, and scope of due diligence before contracts are drawn up.
Legal due diligence across corporate, contractual, property, employment, and litigation matters, so risks are identified before you commit to completion.
Drafting and negotiating share purchase agreements and asset purchase agreements, including warranties, indemnities, and restrictive covenants on sellers.
TUPE and employment considerations on business transfers under the Transfer of Undertakings (Protection of Employment) Regulations 2006, particularly relevant to asset purchases.
Merger control advice, including assessment against the CMA's turnover, share of supply, and hybrid thresholds under the Digital Markets, Competition and Consumers Act 2024.
Statutory mergers of public companies under Part 27 of the Companies Act 2006, including draft terms, Gazette notice, and court or registrar approval.
Completion mechanics, including signing, payment, and transfer of shares or assets, and post-completion filings.

Why choose Law Lane Solicitors for mergers and acquisitions?

Buying or selling a business is one of the biggest financial transactions you will ever make, and the wrong deal structure or an unchecked warranty can bury a liability that only surfaces months, or years, after completion. Our company and commercial team is led by Director and Solicitor Advocate Sikandar Ali Jatoi, whose caseload spans professional negligence claims against solicitors, international disputes and arbitration, and cross-border insolvency. That gives him, and the team he leads, first-hand knowledge of exactly where warranties fail and where liabilities hide inside a deal structure.

We have successfully handled a range of deals, from those valued in the hundreds of thousands to tens of millions. Our team will tell you where you stand on risk, price, and timetable, without dressing up bad news. We know what is at stake, in terms of shareholder returns and your company and personal reputation. We commit to every transaction from heads of terms through to completion, working the hours it takes to get deals across the line, and applying the same scrutiny to risk management and due diligence throughout. As a full-service law firm, we can also offer solutions in terms of pre and post-sale employment structuring, supply chain contracts, and commercial property, to name but a few.

Get in touch today to discuss your M&A transaction in complete confidence. Phone: 020 7870 4870 or email: info@lawlanesolicitors.co.uk

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Frequently Asked Questions - M&A

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

In a share purchase, you acquire the shares in the target company, and the company itself remains the same legal entity, meaning all its assets, contracts, employees, and liabilities, known and unknown, stay inside the company. In an asset purchase, you select specific assets, such as stock, intellectual property, equipment, and chosen contracts, and leave behind unwanted liabilities in the seller's company. The choice affects tax treatment, liability exposure, and the consents needed from third parties, so we advise on the most suitable structure for your circumstances.

What is due diligence and why does it matter for my deal?

Due diligence is the process of investigating a target company's financial, legal, tax, commercial, employment, and IT position before a deal completes. The findings inform the price you negotiate, the warranties you require, and whether you proceed with the deal at all. We coordinate due diligence across all relevant disciplines so nothing material is missed before you commit.

Do I need regulatory approval to complete my deal?

Most private business sales do not require regulatory approval, but the Competition and Markets Authority (CMA) can review a deal if the target's UK turnover exceeds £100 million, or if the merger creates or enhances a 25% share of supply of goods or services in the UK where at least one party has UK turnover above £10 million.

Furthermore, under the Digital Markets, Competition and Consumers Act 2024 (DMCCA), a hybrid test allows the CMA to review mergers where one party has a UK share of supply of at least 33% and UK turnover exceeding £350 million, and the other party has a UK nexus. A UK nexus means the other party is a UK entity, conducts activities in the UK, or supplies goods or services in the UK. This threshold is designed to capture transactions that may not involve direct competitive overlaps but could still impact competition or innovation, such as vertical or conglomerate mergers

We assess your transaction against these thresholds early so that any notification requirement does not delay completion.

What is a share purchase agreement?

A share purchase agreement is the main contract in a share sale, setting out the price, payment mechanics, conditions, warranties, indemnities, and any restrictions placed on you after completion if you are the seller, such as non-compete undertakings. The agreement allocates risk between buyer and seller for matters uncovered, or not uncovered, during due diligence. We negotiate these agreements to protect your position, whether you are buying or selling.

Can two companies formally merge under UK law?

There is no simple statutory procedure for two private companies to combine into a single surviving entity in England and Wales, so most business merges are structured instead as a share or asset acquisition.

Part 27 of the Companies Act 2006 sets out a statutory merger procedure, but this route applies to mergers of public companies, requiring draft terms, delivery to the registrar, Gazette notice, and approval by 75% in value of each class of members. Public companies can also use a scheme of arrangement under Part 26 of the Companies Act 2006, a court-sanctioned process to transfer shares or business. We advise on which structure is available and appropriate for your transaction.

How long does a typical acquisition take to complete?

Timescales vary with deal complexity, but the process generally runs from early discussions and a non-disclosure agreement, through heads of terms, due diligence, and negotiation of the definitive agreements, to completion, exchange, and post-completion filings. Straightforward SME transactions can complete within a few months, while deals involving regulatory clearance, cross-border considerations, and/or complex due diligence take longer. We set out a realistic timetable and costs estimate at the outset of every instruction.

How much does an initial consultation cost?

We offer a fixed-fee initial consultation for mergers and acquisitions matters. At that meeting we assess your proposed transaction, advise on structure, and set out the procedure, timetable, and costs. Please get in touch to arrange a time.