All Your Transactions, Strategically Managed /

Selling a business involves transferring the assets, contracts, and operations themselves, while a share sale transfers ownership of the company entity. We structure both types of deals to protect your commercial interest, clarify liability, and preserve strategic control, ensuring the transaction closes cleanly and disputes are minimised.

Clear drafting and precise allocation of warranties, indemnities, and retention clauses are essential. We focus on pinpointing friction points, locking in obligations, and ensuring enforceability, so you don’t inherit unexpected claims or ongoing obligations after completion.

Yes — we handle property sales for clients with existing commercial or corporate relationships. While residential conveyancing isn’t our core focus, we provide pragmatic drafting, risk management, and oversight, so that even smaller property deals are executed without friction or unexpected complications.

Look beyond the obvious debts. Contingent liabilities, unpaid tax obligations, and unrecorded contracts are common traps. Structuring the sale to allocate these clearly — through warranties, indemnities, and conditional terms — ensures you don’t inherit surprises after completion.

Control, voting rights, and pre-emptive clauses are critical. Mistakes here can leave a seller or buyer unexpectedly exposed to decisions or obligations they didn’t intend to inherit. Clear drafting and negotiation around these points preserves your influence and financial interest.

Key considerations include clearly defining the purchase price, payment terms, and any conditions precedent. It's also crucial to address warranties and indemnities to protect against potential future claims. Ensuring that the agreement aligns with the company's constitution and any existing shareholder agreements is essential to avoid conflicts post-transaction.

A lockbox is a way of fixing the purchase price on an agreed “locked” date (the lockbox date). From that date to completion, the seller can’t extract value from the business (other than agreed “permitted leakage”). This gives the buyer certainty over price and avoids complex post-completion adjustments. It’s common in share sales, especially where the business has stable earnings.

Completion accounts mean the price is only finalised after closing, once accounts are prepared. If working capital, debt, or cash are higher or lower than expected, the price adjusts. Buyers prefer this if the business’s financial position can change quickly. Lockbox favours the seller; completion accounts give the buyer more protection.

An earn-out is where part of the purchase price depends on the business’s performance after the sale (e.g. hitting revenue or profit targets). Buyers like it to ensure they’re not overpaying; sellers may resist because it ties their payout to factors they may no longer control. Earn-outs often generate disputes if the triggers aren’t drafted tightly.

These stop the seller from immediately setting up in competition and eroding the value of what the buyer just purchased. They must be reasonable in time, scope, and geography to be enforceable in NZ. Often they’re as valuable as the warranties.

Due diligence is the buyer’s investigation of the target business. It usually covers: financials, contracts, property, employment, litigation, intellectual property, and regulatory compliance. Gaps found here directly shape warranties, indemnities, and price. Skimping on due diligence is the fastest way to overpay.

Sometimes the buyer doesn’t pay the full price upfront. The seller effectively “lends” the balance, to be paid over time. This can help close a deal where financing is tight, but it exposes the seller to credit risk. Security and default provisions are crucial.

Banks or landlords often require directors/shareholders to give personal guarantees, even if the company is the contracting party. Buyers should carefully manage exposure — and sellers should ensure their own guarantees are released when exiting.