Selling Your Business: The Right Deal Starts with the Right Deal Team

Selling a business is a team effort. The right advisers save time, reduce risk and keep focus on what matters. The wrong mix leads to delay, higher costs and avoidable stress. Our approach is simple: get the commercial building blocks agreed first, then let the legal process document and protect that deal.

Start with the commercial conversation

Before asking solicitors to draft a contract to sell shares (SPA) or assets (APA), first agree a simple list of key terms with the other party. This should cover the core deal points in plain language. If you skip this step, you may end up haggling over the same issues twice - once directly with the buyer and again through your solicitors. What should be a straightforward transaction can turn into months of correspondence and avoidable legal costs.

A good approach is to agree on the basics first. These usually cover: price, how and when the deal completes, how the price may need to be adjusted, any payments to be made later (like an earn-out), how working capital is handled, key warranties about the business and the handover arrangements. When these points are settled upfront, solicitors can protect and document the bargain rather than engage with every commercial point.

Ultimately, smooth transactions happen when both parties are commercially aligned before the legal process takes over.

Who does what on your deal team

Every sale is different, but most teams include solicitors, accountants and a corporate adviser or broker. Sometimes there are specialists such as tax, property, pensions or IP advisers. The key is to be clear on roles. Your solicitor can guide you through all parts of a deal but is not always best placed to lead every strand.

Solicitors: We design the deal, reduce risk and turn what you have agreed into binding contracts. We run the information checks on the business (due diligence), deal with promises and protections in the contract (warranties and indemnities), manage disclosure, prepare the signing and completion documents, and handle the follow-up actions after completion. We coordinate the work from other advisers and work with everyone to keep the deal on schedule. We aim to lock in what you have already agreed, and we will not reopen the commercial points unless you tell us a major change has occurred. It is often the legal advisers who coordinate the work of the wider advisory team and translate specialist input into the appropriate legal documents.

Accountants: Your accountants check the figures, advise on the value of the business and its working capital needs, and help design how the price may be adjusted on completion. They can also advise on tax planning and, where relevant, how to work out any later payments. Accountants usually get involved early to set a value, spot any financial and tax risks, and suggest a tax‑efficient deal structure and practical ways to handle completion accounts or later payments.

Corporate adviser or broker: They get the business ready to sell, contact potential buyers, manage competitive tension and help you agree the main deal terms. They mostly keep attention on deliverability and value.

Other specialists: On some deals you may need input from tax, property, employment and pensions, IP and IT, regulatory or environmental advisers. Your solicitor will flag where specialist input is needed and build it into the timetable.

Heads of terms that work

Good heads of terms are short, clear and practical. They are usually not legally binding (save for confidentiality, exclusivity and costs), but they set direction and reduce friction later. They should say clearly whether you are selling shares or just the assets, because that choice affects what checks are needed, the tax position, and how things are transferred (see our article on this topic: Selling Your Business: Why There's No "One Size Fits All" Approach.) Choosing between a share sale and an asset sale changes what gets checked, who carries which risks, and the overall tax outcome for the deal.

If you are unsure which route suits you, then by all means take early advice. When the parties expect different deal structures, it often causes delays. Deals can pause for weeks if you have not agreed early on whether it is a share or asset sale and you assume different things about tax, employees, or what liabilities move across.

Avoid negotiating the deal twice and protect your position in the documents

Once you have agreed the key commercial terms, the documents should match them exactly. Your solicitor will:

Draft or review the SPA/APA and the supporting documents so they reflect who takes which risks, as agreed.
Set the warranties, indemnities and any limits so they fit the type of sale and the agreed price.
Manage what is disclosed so it lines up with the warranties and helps prevent disputes.
Coordinate the specialist advisers and manage the completion process.

In our experience, deals run best when the commercial fundamentals are agreed upfront and everyone is clear on their role. Solicitors can then concentrate on protecting and documenting what has been agreed, rather than reopening commercial negotiations.

How Nowell Meller Solicitors can help

We work with owners of small and medium businesses to design the right deal structure, agree realistic heads of terms and complete with confidence. We also keep the paperwork lean, protect the price you have agreed, and control costs. Contact our corporate and commercial team to plan your sale or purchase and get your advisers working together smoothly.

You can contact our corporate and commercial team at:

Stafford on 01785 252377;
Newcastle-under-Lyme on 01782 987551; or
Alsager on 01270 446260.