Sale of a UK business with Italian shareholders

Overview

We helped the Italian shareholders of a UK company sell their shares to an Italian company.

Context and Challenge

We helped an Italian law firm with the sale of a UK business. The law firm’s clients were individuals based in Italy who were the shareholders of the company.

The main challenge we faced was that by the time we were approached for help, the share sale agreement had already been negotiated with the buyer and unfortunately it wasn’t in great shape. The buyer was also Italian so two Italian law firms had drafted and negotiated a share purchase agreement for the sale of a UK business. Many of the clauses one would usually expect to find in such a document were not there and the document was unclear in many places. We were being asked to make sure that the document was fit for purpose, making as few changes as possible, keeping within budget and doing the work quickly. And, of course, we had to make sure that the selling shareholders were appropriately protected.

Process and Insight

We spent some time at the outset understanding the position that the sellers were in mainly so that we could understand their risk in the deal itself and the extent to which they were prepared to take on risk to get the deal over the line without unravelling what they had already agreed with the buyer.

We analysed the share sale agreement paying particular attention to the warranties that the sellers were providing and looking at where there were gaps in risk mitigation.

Solution

Having reviewed the share sale agreement and other documents we amended them with as light a touch as possible to achieve what the sellers wanted.

Amongst other things we included provisions limiting the sellers’ liability and introducing time limits within which the buyer could bring claims under the warranties.