Sale of Business Lawyers

All businesses are different. Rarely does the real value exist in the plant and equipment. As such, sale of business transactions are more susceptible to ending up in expensive litigation if a buyer doesn’t feel that they got what they bargained for.
Our expert Commercial Lawyers will ensure all aspects of the deal are properly addressed so you can get on with business, retirement or your next venture sooner.

When Should You Speak to a Lawyer?

In most cases it is best that you speak to one of our Commercial Lawyers about the proposed sale or purchase of business before or during negotiations with the other party.

We will help you identify matters that you may have overlooked and can then raise directly in the initial negotiations. This will save time and avoid complications by us not having to raise the matter in negotiations after a Heads of Agreement have been prepared.

Our Sale of Business Services

We can assist with:

  • Preparing a Business for sale and identifying factors that will effect price,
  • Non Disclosure/Confidentiality Agreements,
  • Pre-contractual negotiations and drafting Heads of Agreement, or Exclusivity Agreements,
  • Drafting  Business Sale Contracts and negotiations,
  • Business Legal Due Diligence,
  • Assignments of Lease or the Surrender and grants of a new Lease,
  • Assignments of Franchise Agreements,
  • Reasonable Restraints of Trade,
  • Structuring Options for the purchaser entity,
  • Transfers of Employees, Employment Contracts and Employee Entitlement Adjustments,
  • Transfers of Business Names, Trade Marks, Intellectual Property, Domain Names, 
  • Transfers of Supplier Agreements and Licences,
  • Business Debtors Adjustments,
  • Loan & Security Agreements including Vendor Finance Agreements, and
  • Option Agreements and Rights of First Refusal.

Let us take care of the details.

Call now to speak to an experienced Business Lawyer

1300 553 343

Get the deal done right… and avoid costly fallout.

Most sales of businesses involve payment of a substantial sum for goodwill, an intangible asset. Be sure you are getting what you think you are paying for before binding yourself to a Business Sale Contract.

How We Help

Our Commercial Lawyers have extensive experience in buying and selling businesses and company mergers and acquisitions.

Buying or selling a business is a commercial transaction. Like every commercial transaction it is fundamental that a comprehensive, clear and accurate Contract be prepared and executed. The clear recording of the buyer’s and seller’s rights and obligations in a Business Sale Contract will ensure a smooth transaction and minimise the risk of expensive litigation if a dispute later arises.

Remember a business is not bought or sold until a Business Sale Contract has been signed and performed. If your business is located in NSW we can help.

Buying a Business

When acting for buyers our focus is to ensure that you get what you are paying for and identify and minimise risks associated with the purchase transaction and future operation of the business.

This is usually achieved through:

  • Preliminary Exclusivity Agreements,
  • The inclusion of conditions precedent in the Business Sale Agreement for essential matters, the novation of continuing contracts and key person employment,
  • Legal due diligence and the negotiation of appropriate vendor warranties, and
  • Special Conditions dealing with Earnouts, Retention Sums or Post-Completion Payments.

Selling a Business

When acting for Sellers our focus is to initially:

  • Identify and manage issues that will likely be raised by the Buyer in due dilligence and which may lead to price reduction negotiations or the like,
  • Ensure a Non-Disclosure Agreement is in place before any confidential or sensitive information is disclosed, and
  • Ensure a clear and comprehensive Business Sale Agreement is available for signing at the earliest possible stage.

Ensuring the Seller is able to perform and enforce a signed Business Sale Agreement (and recover payment of the price is also essential).  If the Buyer is a newly established Company or if Vendor Finance is part of the deal a personal guarantee and/or other forms of security will generally be appropriate.

When negotiating the terms of a Business Sale Agreement the scope of Vendor Warranties and the inclusion of limitation and exclusion clauses dealing with prospective liability are also important to protect the Seller should a dispute arise following completion.

Let us take care of the details.

Call now to speak to an experienced Business Lawyer

1300 553 343

Success Stories

View all success stories

Testimonials

I certainly would recommend Sam and the Roberts Legal team for this kind of work and would be pleased to speak with any prospective clients about the time we worked together.

Midac Technologies Pty Limited (“Midac”) started up in 1981 in Sydney and pioneered early “smart building” direct digital control technology. In 1994 Midac made an early start developing online software and solutions. The then Dungog based business was instrumental in encouraging and assisting many organizations to make their online debut, including large corporate entities like Boral and James Hardie. From about 1995 Midac focused on developing solutions for the tourism and real estate sectors and developed early online or “cloud based” applications.

By 2012 the Midac owners were ready to take a break from their business of some 30 years. By that time their online holiday rentals bookings management and reservation system, “YesBookit” was respected as the leader in the industry, providing an online application to booking agents around Australia, and some overseas. YesBookit also connected with and distributed an online bookable accommodation product to most leading accommodation portals; including Wotif, Home Away, Take a Break, Rent a Home and Stayz (a Fairfax Media division).

For a small business sale, the process was relatively complex and involved the sale of the business, intellectual property, transfer of staff, application and hosting servers, online application client service relationships and a myriad of provider contracts.

Initially we thought Sydney Solicitors would be the way to go, but we found the answer just down the road in Newcastle.  Roberts Legal did a fantastic job with the entire process.

They expertly assisted us with every stage from, the preparation of an Information Memorandum, consideration of Expressions of Interest, negotiation of an Exclusivity Agreement, purchaser due diligence, the novation of key provider contracts and licences and the execution and performance at an exhaustive Business Sale Agreement including post-completion Fixed Term Consulting Agreements.

 I couldn’t have been more pleased with my decision to engage Sam [Roberts] and his team for this assignment.  They were more than capable and worked well with both in-house and external legal teams of the purchaser and other concerned parties to see the sale through to a successful outcome.

 I certainly would recommend Sam and the Roberts Legal team for this kind of work and would be pleased to speak with any prospective clients about the time we worked together.”

Yours sincerely

Kevin Johnson-Bade


Sam is extremely knowledgeable about the commercial and legal aspects of generating wealth from business.

Sam is extremely knowledgeable about the commercial and legal aspects of generating wealth from people’s greatest asset – their business.”

Michael Craddock


Sam has an ability to achieve a great result for his client without becoming confrontational with the transactional parties.

“Sam is personable whilst remaining extremely professional. He has an ability to achieve a great result for his client without becoming confrontational with the transactional parties. He focuses clearly on what is needed to finalise the matter in an effective and efficient manner.

It is a pleasure to work with Sam”

Lindsey Karathanassis, Linkara Capital


As a direct result of Samuel’s advice and negotiating skills my businesses have performed at a higher than expected level.

“I have undertaken 3 separate franchise ventures and on each occasion I asked Samuel Roberts to provide his expert legal opinion and advice regarding the franchise documentation, the business being conducted and various leasing arrangements and finance options.

Samuel displayed a great depth of knowledge in all of these areas and has been instrumental in securing favourable agreements in negotiations with both franchisors and landlords.

As a direct result of Samuel’s advice and negotiating skills my businesses have performed at a higher than expected level.

Samuel also maintains a high level of communication which has been of particular benefit to me and I would have absolutely no reservation in recommending the services of Roberts Legal to anyone considering entering into any form of Franchise operation”

Darren MacClure, Director,
Dazmak Pty Limited


Sam has an in depth knowledge in commercial areas of the law which is invaluable to us as accountants.

“I have just started working with Sam and find he has an in depth knowledge in commercial areas of the law which is invaluable to us as accountants. I would recommend Sam to any of my business clients.”

Richard McArtney, Bentley’s Accountants Newcastle Pty Ltd


Sam’s asks the right questions to get the process under way in an incredibly efficient manner.

“Sam Roberts and the team at Roberts Legal are the most dynamic and professional law firm that I have worked with. Sam’s asks the right questions to get the process under way in an incredibly efficient manner and they keep you informed, every step of the way. No chasing up required, which is a rarity in professional service outfits. I wouldn’t hesitate to recommend them.”

Stuart Upward, The Right Person