Business, Asset Sales & Purchases 2025 Virtual Conference

Introduction

Chaired by Iain Sim, this one-day virtual conference with leading experts offers a focused and practical exploration of the key legal, financial, and strategic considerations involved in buying and selling businesses. A broad spectrum of topics will be explored, including asset and share purchase agreements, management buyouts, and employee ownership trusts. The programme also looks beyond the transaction itself, with expert insight into post-acquisition integration strategies and accounting issues that can shape the success of a deal.

Join us online for a high-value, content-rich day that will equip you with practical insights, actionable guidance, and the latest thinking on business sales and acquisitions in 2025.

Conference Agenda

This live and interactive 5-hour conference will cover the following:

10am-11am: Beyond the Deal: Successful Integration Strategies Post-Acquisition

Iain Sim

The critical phase following the close of an acquisition, the integration process is where long-term value is truly created or lost. While much attention is often focused on getting the deal done, the real challenge lies in what comes next. This presentation offers practical insights into navigating the complexities of integration to ensure a completed deal translates into a successful, sustainable outcomes and will cover:

• Aligning cultures, systems, and teams
• Capturing synergies
• Managing organisational change
• Avoiding common post-acquisition pitfalls

Morning Break

11:10am-12:10pm: Key Considerations in Asset Sales & Share Purchase Agreements

Bhavisha Mistry, Commercial Counsel

This session will provide a detailed overview of the key considerations in asset sales and share purchase agreements, focusing on the critical clauses, potential risks, and best practices for structuring these transactions. Attendees will gain valuable insights into negotiating terms, and ensuring compliance, with practical takeaways for both private practice and in-house lawyers navigating complex deal.

• Whistlestop tour of asset sales and share purchase agreements
• Identifying key clauses and considerations, including warranties, indemnities, and price adjustments
• Risk allocation and managing liabilities
• Practical tips for negotiating and structuring deals effectively

12:10pm-1:10pm: Management BuyOuts - Latest Update

Nick Wright, Director, Jerroms Miller

This session will provide a concise and practical overview of the key tax issues arising in management buyouts (MBOs), focusing on:

• The typical structures used and the associated tax exposures for both sellers and management teams
• Insight into the use of NewCo and leveraged structures
• Capital gains tax (CGT) implications for exiting shareholders
• Income tax risks for managers acquiring shares, particularly under the employment-related securities regime
• Potential stamp duty and SDLT liabilities

Break for lunch

2-3pm: Looking at Accounting & Financial Issues in Share Purchase Agreements

David Potts, Potts Financial Training

This session explores business valuation methods such as EBITDA, cash flows, and net assets, along with the importance of historical accounting data. It covers completion mechanisms like working capital adjustments and debt-free, cash-free transactions. The session also compares locked box agreements to traditional methods, including adjustments for leakage, and discusses the effectiveness of earn-out agreements, highlighting common challenges and solutions.

• Agreeing the valuation of the business - the options available
• EBITDA and earnings-related valuations
• Future discounted cash flows
• Net asset and balance sheet valuations - importance of previous accounting information
• Completion accounts and completion mechanisms
• Working capital adjustments and how such matters should be handled
• Debt free and cash free - what these terms mean and what should and could be included
• The overlap between cash, debt and working capital
• Locked box agreements
• How these differ from typical completion mechanisms - the advantages and disadvantages
• Locked box adjustments for leakage and profits
• Earn out agreements
• How they can work and be effective
• Common problems and how to avoid and resolve

Afternoon break

3:15-4:15pm: Selling a Company to an Employee Ownership Trust

Pete Miller, Head of Corporate Tax, Jerroms Miller

With increasing interest in alternative succession models, this session explores the growing use of Employee Ownership Trusts (EOTs) as a means of selling a business and will provide a practical overview of the following:

• How EOT structures are set up and some key legal and commercial issues
• The detailed rules that must be complied with to obtain and retain the tax advantages
• Insight into key steps in the transaction process
• Common challenges
• The role of tax and legal advisors in guiding clients through this unique form of sale

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.