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We helped three of five sellers of significant shareholdings in five private limited companies, which together own and operate three care homes across the West Midlands.

The purchase price comprised:

  • consideration for the sale shares (£5.5m),
  • the repayment of a director’s loan (£2.2m) and
  • potential anti-embarrassment sum(s).

We helped the sellers respond to the buyer’s limited due diligence review of the companies in which the sale shares were held. We also negotiated the share purchase agreement and relevant ancillary documents.

We built a positive relationship with the lawyers representing fourth seller (the fifth seller was unrepresented) that allowed us to front negotiations with the buyer’s solicitors.

The negotiation of the transaction followed many months of advising our clients on their rights and responsibilities as personal representatives of their late father (who originally held the sale shares as part of a joint venture which he had entered into with the buyer).

We have since been instructed to advise the three clients on a variety of other corporate matters relating to their late father’s estate.