Services

Structure and preparation first, documents second — because that is the order in which value is actually created.

Five Instructions

1. Structure & Preparation

Asset or share, alongside your accountant’s tax advice — and what to fix before a buyer looks. Highest value, most often skipped.

2. Heads of Terms

Drafting or review, with attention to exclusivity, confidentiality and costs — the parts that actually bind.

3. Due Diligence

Running it for a buyer, or preparing for and responding to it as a seller.

4. The Agreement

Share or asset purchase agreement, warranties, indemnities — and the disclosure letter, which is the seller’s protection.

5. Completion & After

Consents, completion mechanics, guarantee releases, retentions, and the obligations that outlive the deal.

Two things this firm does not do: tax and valuation. Structure is tax-driven and belongs with your accountant and Revenue, settled before heads of terms; valuation belongs with accountants and corporate finance advisers. The firm will decline to draft around a structure nobody has checked.

Where the Questions Arise

Selling a Business

The hub: the sequence in order, and what to fix before going to market.

Asset Sale or Share Sale?

The structural fork that decides tax, liabilities, employees and consents.

Buying a Business

What to insist on, what to price for, and what should stop a deal.

Heads of Terms & Exclusivity

What binds, what does not, and what exclusivity costs a seller.

Due Diligence

What is asked for, what it uncovers, and how to be ready for it.

Warranties & Disclosure

The seller’s real exposure, and the document that limits it.

Deferred Consideration & Earn-Outs

Being paid out of a business you no longer control.

Employees

Automatic transfer on an asset sale; unaffected on a share sale.

Leases & Landlord Consent

The consent that sets the timetable, and is asked for too late.

Contracts & Change of Control

Who holds a veto over your deal that you did not know about.

Restrictive Covenants

What a seller can be stopped from doing next, and where covenants fail.

Completion & After

Guarantee releases, escrow, and obligations that outlive the deal.

Two Free Tools

The Sale Structure Check walks the asset-versus-share question and what follows from each. The Readiness Check produces a gap list ordered by what will delay the deal or reduce the price. Both run on your device; nothing is stored or sent. Neither is tax advice.

Which Instruction Fits?

What is being sold, whether an accountant has advised on structure, what is signed already, and whether there are employees and a lease. Those four answers shape the whole engagement.

Call 01 5827148

Services - FAQs

Five. STRUCTURE AND PREPARATION: advising on the asset-or-share question alongside your accountant’s tax advice, and identifying what needs fixing before a buyer looks - the highest-value work and the one most often skipped. HEADS OF TERMS: drafting or reviewing, with particular attention to exclusivity, confidentiality and costs, which are the parts that actually bind. DUE DILIGENCE: running it for a buyer, or preparing for and responding to it as a seller. THE AGREEMENT: share purchase or asset purchase agreement, warranties, indemnities and - critically for a seller - the disclosure letter. COMPLETION AND AFTER: consents, completion mechanics, guarantee releases, retentions, and the post-completion obligations that sellers underestimate.

General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.

Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.

No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.

Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.

No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.

Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.