Inclusive Legals
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At K3 Law, we offer our clients the opportunity to utilise our full range of
legal services that incorporates a fully contingent fixed fee.
Contingent fees are designed to protect you once the transaction has
reached the legal stage. This means you will not be liable for any legal fees
should the business sale break down through no fault of yours, and therefore the fees are contingent on a successful conclusion to the deal.
If you appointed a different corporate legal adviser and the transaction
process was terminated, any legal work carried out up to that stage would
most likely be chargeable.
Once the transaction has been completed, the legal fees payable to K3
Law will not deviate from those outlined at the point of instruction, which
means no unwelcome surprises as your legal fees will be
transparent and clearly set out from the start.
Our Legal Process
We firmly believe in providing our clients with complete peace of mind by adhering to a tried-and-trusted legal formula throughout the course of their transaction.
The following is the typical process we conduct:
1. Advise the shareholders from a legal perspective on the offer letter/heads of agreement
2. Assist the shareholders in responding to the buyer’s solicitors’ legal due diligence requests in respect of the company
We assist in the drafting, reviewing, advising on and negotiating of:
3. Sale and Purchase Agreement
4. Tax warranties and tax covenant
5. Disclosure letter
6. Documents to be disclosed against the warranties in the Sale and Purchase Agreement
We then review, advise on and negotiate the following on the client’s behalf:
7. New service/consultancy agreements for the relevant shareholders
8. Settlement agreements for the relevant shareholders
9. Necessary ancillary documents, including:
- Board minutes
- Shareholder resolutions
- Companies House forms (and deal with filings)
- Transfer forms
- Officer resignation letters
- Seller waiver letters
- Indemnity for lost share certificates
- Power of attorney
- Other corporate governance and constitutional documents (as applicable) required to implement the transaction
Additional Services
Drafting, reviewing, advising on and negotiating the following may also be involved (if required) depending on the specific terms set out in your offer letter (usually classified as outside of our usual scope on the sale of a company):
1. Loan notes
2. Security documents such as a debenture/legal charge, share charge, corporate guarantee, escrow arrangements, where security with respect to the deferred consideration payments is required
3. Any intercreditor deed/deed of subordination which may be required by the buyer’s funders wishing to subordinate the rights of the sellers as junior creditors (with respect to their deferred payments)
4. A put and call option
5. A subscription/shareholders’ agreement
6. New articles of association
7. Any other legal document required in relation to a business sale
For a business/company acquisition, or investment, legal due diligence work/reports would additionally be required, as would most of the above legal documents.
Our Fees
- 100% fully contingent fixed fee: ‘no completion no fee’.
- Fixed fee rates assessed depending on the transaction, and available upon request.
- Where required, can usually price match or better any quote received from a top 100 law firm.