Guides & Insights
Selling and buying a business in Ireland, explained plainly — twenty guides.
What to Fix Before You Sell
The preparation that defends your price, done before a buyer is ever in the room.
Before You Go to MarketAsset Sale or Share Sale?
What each actually does, and why the decision is usually made by the tax analysis.
Before You Go to MarketWhat Buyers Actually Look For
Not what sellers expect. Buyers price uncertainty, and here is where they find it.
Before You Go to MarketGetting Your Contracts in Order
Unwritten customer contracts are the most common finding in an SME sale, and the most expensive.
Before You Go to MarketWhy Tax Advice Comes First
Structure agreed in heads of terms and checked afterwards is the expensive order.
The DealWhat Heads of Terms Actually Bind
Mostly nothing - except confidentiality, exclusivity and costs, which are the parts that cost you.
The DealWhat Exclusivity Costs You
The clause sellers concede without thinking, and the one worth negotiating hardest.
The DealSurviving Due Diligence
What gets asked for, what it turns up in an SME, and how findings change the deal.
The DealThe Disclosure Letter Explained
The seller’s actual protection, routinely treated as an annex and finished last.
The DealCompletion Accounts & Retentions
How the final figure is settled, and what a retention is really securing.
Risk After SigningWarranties & Indemnities in Plain English
What you are personally standing behind, and the four limitations to negotiate.
Risk After SigningEarn-Outs & How They Go Wrong
Being paid on results you no longer control - and the protections that make it survivable.
Risk After SigningGetting Released From Personal Guarantees
Selling the business does not release them. The item most often discovered years too late.
Risk After SigningRestrictive Covenants: What Is Enforceable
Why over-wide drafting protects nobody, and what a seller should watch for.
Risk After SigningWhat Survives Completion
The diary a seller should keep: warranty periods, retentions, deferred payments, covenants.
Special SituationsSelling a Business With Staff
They transfer automatically on an asset sale, and consultation can move your completion date.
Special SituationsLandlord Consent & Lease Assignment
The most common reason a completion date moves - and it is always asked for too late.
Special SituationsChange of Control Clauses
The consents a share sale does not avoid, hiding in your banking and customer contracts.
Special SituationsSelling to Family or Management
Where price is not arm’s length, funding is the problem, and relationships outlive the deal.
Special SituationsRetiring & Selling the Business
Two problems, not one: the deal, and what happens to the proceeds afterwards.