Share Sale Solicitors

A share sale can move fast once heads of terms are signed, but the warranties and disclosure letter agreed at completion decide who carries the risk for years afterwards. Our corporate and commercial law solicitors, based in Holborn and with over 20 years of experience, will ensure your sale or purchase completes on terms that protect your position.

If you are buying or selling a company in England and Wales, the warranties, indemnities, and disclosure letter in that agreement set the boundary of your risk long after the deal closes. Our multilingual corporate and commercial solicitors act for buyers and sellers on share transactions of every size. You can be confident that when instructing us, the due diligence will be meticulously completed and your best interests protected.

What does our share sale service cover?

A share sale involves detailed negotiation and documentation to protect both buyer and seller. We advise and act on:

Heads of terms and exclusivity agreements, setting out the commercial structure and price before detailed negotiation begins.
Legal due diligence, reviewing the target company’s corporate, contractual, employment, property, and litigation position before you commit.
Drafting and negotiating share purchase agreements, including price, completion mechanics, and conditions to completion.
Warranties and indemnities, allocating risk between buyer and seller for matters uncovered, or not uncovered, during due diligence.
Disclosure letters, through which sellers qualify the warranties they give by disclosing known issues to the buyer.
Restrictive covenants on selling shareholders, including non-compete and non-solicitation clauses that apply after completion.
Completion mechanics, including the transfer of shares, payment of the purchase price, and filing the transaction at Companies House.
Tax structuring considerations, working alongside your accountant to structure the sale efficiently.
Advising minority shareholders on drag-along rights that can compel them to sell alongside a majority shareholder.

Why choose Law Lane Solicitors for share sales?

A share sale can be a complex and risky transaction, and a badly drafted warranty or disclosure letter can leave you facing a claim years after completion. Our company and commercial team has handled deals ranging from six-figure sales between founders to multi-million pound transactions with institutional buyers, and we know where liability tends to hide inside a share purchase agreement.

We tell you plainly where you stand on price, risk, and timetable, without softening bad news to keep a deal moving. We work from heads of terms through to completion, and we apply the same scrutiny to due diligence and disclosure whether you are the buyer guarding against inherited liability or the seller protecting your position after handover. As a full-service firm, we also advise on the employment, property, and tax structuring issues that sit around a share sale.

Get in touch

Whether you are buying or selling a company, our commercial team can guide the transaction through due diligence, negotiation, and completion. Phone 020 7870 4870 or email info@lawlanesolicitors.co.uk to make an appointment.

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Law Lane Solicitors is proud to be accredited under The Law Society’s Immigration and Asylum Accreditation.

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Frequently Asked Questions – Share Sales

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

In a share sale, you buy the company itself, so you take on its assets, contracts, and liabilities, known and unknown. In an asset sale, you select specific items, such as equipment, goodwill, or customer lists, and leave unwanted liabilities behind in the seller’s company. The choice affects your tax position and how the deal is documented, and we advise on which structure suits your circumstances.

What are warranties and why do they matter in a share sale?

Warranties are promises the seller gives you about the company’s financial, legal, and operational position, and if one turns out to be false, you can claim damages. They typically cover the seller’s title to the shares, the accuracy of the accounts, compliance with the law, and the absence of undisclosed disputes. We negotiate warranty scope and any liability caps on your behalf, whether you are buying or selling.

What is a disclosure letter?

A disclosure letter is the document a seller uses to set out specific facts or issues against the warranties given in the share purchase agreement, limiting liability for anything properly disclosed. If you are selling, a well-prepared letter protects you from a warranty claim over something the buyer already knew before completion. We advise sellers on what to disclose and buyers on whether the disclosure given is adequate.

How long does a share sale take to complete?

A straightforward sale between willing parties can complete in four to eight weeks. Deals involving property, regulated activities, employee pension schemes, or complex financing take longer. We give you a realistic timetable once we understand the scope of your transaction.

How much does an initial consultation cost?

We offer a fixed-fee initial consultation for company and commercial matters. At that meeting, we listen to your situation, identify the legal issues, and explain the steps and costs involved. Get in touch to arrange a time.