Merger and Acquisition Lawyers

We advise sellers on:

• Sale valuation mechanisms, including locked-box and cash/debt-free mechanisms (completion accounts)
• Sale consideration structures, including earn-outs and deferred consideration
• Limiting liability for warranties, indemnities and tax claims
• Disclosure processes and restrictive covenants
• Contribution agreements where there are multiple sellers

We support buyers with:

• Legal due diligence and reporting
• Share sale agreements and tax covenants
  
  • Sale valuation mechanisms and consideration structures, including locked-box, cash/debt-free mechanisms (completion accounts), earn-outs and deferred consideration
• Indemnities, retentions and set-off rights

We advise management teams on:

• Transaction structure and funding
• Acquisition documentation
• Warranties and indemnities
• Shareholders’ Agreements and Articles of Association
• Governance and incentive arrangements
• Directors’ Service Agreements

Download our Guide to Management Buy-Outs and Buy-Ins.

We advise on mergers structured through:

• Share-for-share exchanges
• Asset transfers
• New holding company (NewCo) arrangements

We ensure shareholder relationships and future management arrangements are clearly documented.

As members of MSI Global, we support transactions involving overseas companies and assets through trusted international legal and accountancy advisers.

We advise on UK competition law and the National Security and Investment Act, including CMA and Government clearance requirements, and will, where appropriate, work with trusted external advisers for specialist merger control clearance.

In addition to general employment due diligence and advice, our Employment team advises on TUPE consultation obligations and employee liabilities on business and asset transfers.

Our Commercial Property lawyers manage freehold and leasehold property issues, including:

• Property transfers
• Lease renewals and variations
• Dilapidations management/apportionment
• Pre-sale restructuring

Client Intro

We acted for the shareholders of Morelife (UK) Ltd, a UK-based provider of healthy lifestyle, weight management and wellbeing services to NHS organisations, integrated care boards and private clients.

Case Overview

We advised on the sale of Morelife (UK) Ltd to Menwell Ltd t/a Voy, supporting the shareholders through all stages of the transaction.

The deal structure combined an initial payment with longer-term value linked to the future performance of the business, alongside an ongoing equity interest in the acquiring group. This required careful alignment between legal documentation and tax advice to ensure the structure delivered the intended commercial outcome for the shareholders.

Particular complexity arose from the company’s share and option arrangements, which required detailed analysis to ensure the proceeds were allocated fairly and in accordance with existing rights while remaining compliant with tax requirements.

We worked closely with the shareholders and their advisers throughout to navigate these issues and deliver a successful transaction.

“This was a significant transaction for the shareholders, and our focus was on delivering a structure that worked in practice as well as on paper. Close collaboration and clear commercial thinking were key throughout.” – Chris Moss, Partner

Client Intro

We acted for the shareholders of Mine Tech Services (UK) Limited, a specialist technology business providing software solutions to the global mining sector.

Case Overview

We advised the sellers on the sale of the entire issued share capital of Mine Tech Services (UK) Limited to Vesta Software Group Limited. The transaction included a combination of upfront and future consideration, requiring clear and effective documentation to reflect the agreed commercial terms. We supported the shareholders throughout the process, ensuring the transaction progressed smoothly and the agreed structure was properly implemented.

“Our role was to ensure the agreed commercial deal was translated clearly into the legal documentation and delivered smoothly for our clients.” – Andrew Brown, Partner

Client Intro

We advised Aire Partners LLP (formerly Lupton Fawcett LLP), a long-established UK law firm, on the sale of its business and assets to Flint Bishop Limited.

Case Overview

We advised on a strategic transaction involving the sale of the firm’s business and assets, structured with a split exchange and completion to allow for key pre-completion steps, including obtaining client consents.

The deal involved a number of complexities typical of professional services transactions, including regulatory considerations, the transfer of client relationships, and the handling of ongoing matters and work in progress. Particular focus was placed on structuring the deferred elements of the consideration and agreeing clear mechanisms for their calculation and payment.

We also advised on key completion conditions, including employee transfers and insurance arrangements, ensuring that the transaction could proceed smoothly within a compressed timetable.

Working closely with the client and its advisers, we guided the transaction through to a successful outcome, balancing regulatory requirements with commercial objectives.

“This transaction required careful coordination of regulatory, commercial and practical considerations. Our focus was on delivering a structure that worked for all parties while keeping the deal on track.” – M. Akeel Latif, Partner, Head of Corporate & Commercial

Client Intro

We acted for shareholders of UAP Group Limited, a Manchester-based manufacturer and distributor of door and window hardware, on the sale of their interests to Allegion plc, a global powerhouse in security products and solutions, through one of its subsidiaries.

Case Overview

We advised on the sale of shareholdings in UAP Group Limited to Allegion plc, supporting our client through a significant transaction involving multiple shareholders and a private equity investor.

The deal involved both initial and deferred consideration, requiring careful negotiation of the commercial terms, particularly around the earn-out and the allocation of value between shareholders. Given the presence of a private equity investor and other minority shareholders, it was important to ensure our client’s interests were independently protected throughout the process. We worked closely with all parties and their advisers to navigate these dynamics and deliver a coordinated transaction.

Our role extended to advising on related matters connected to the sale, ensuring a clean and effective exit for our client.

“This was a complex transaction with multiple stakeholders and competing priorities. Our focus was on protecting our client’s position while helping to deliver a commercially successful outcome.” – Akeel Latif, Partner, Head of Corporate & Commercial

A share exchange involves selling shareholders exchanging their shares in the target company for shares in a buyer or new holding company, often used in mergers, acquisitions and group reorganisations.

A contribution agreement apportions liability between multiple sellers for warranties, indemnities and tax covenants, particularly where liability is joint and several.

A business purchase agreement governs the sale of business assets, liabilities and goodwill, including post-sale restrictions.

A tax covenant apportions tax risk between buyer and seller, providing pound-for-pound recovery for specific tax liabilities.

A share purchase agreement (SPA) records the terms of a share sale/purchase, including price, warranties, tax protections and post-completion restrictions.

Ideally, you should involve an M&A lawyer as early as possible, often well before a sale process formally begins.

Early legal input allows potential issues to be identified and resolved, ownership structures to be reviewed, and the business to be properly prepared for due diligence, helping to protect value and avoid delays later in the transaction.

The timeframe for an M&A transaction depends on its size, complexity and structure. Smaller transactions can complete within a few months (or less), while more complex or international deals may take longer. Our M&A lawyers focus on maintaining momentum and working to your timetable wherever possible.

Costs vary depending on the complexity and scope of the transaction.

We provide clear cost estimates at the outset, with ongoing updates throughout the matter, ensuring full transparency in line with our Client Promise.

Legal due diligence involves reviewing the target company’s key legal, commercial and regulatory risks, including contracts, employment matters, property, intellectual property and compliance issues.

We tailor due diligence to your commercial priorities and provide clear, user-friendly reports to support decision-making.

Yes. Our advice often extends beyond completion, including support with post-acquisition integration, employment matters, property transfers, contract novations and shareholder arrangements to help ensure a smooth transition.

Risk can be reduced through early preparation, a pre-sale legal health check, clear disclosures, and carefully negotiated warranties, indemnities and limitations of liability.

Our M&A lawyers work closely with sellers to protect their position and minimise post-completion exposure.

Seller liability depends on the transaction terms, including warranties, indemnities and any agreed limitations. We advise on structuring and negotiating these provisions to manage risk and provide clarity on potential exposure following completion.

In a share sale, the buyer acquires the shares in a company and assumes ownership of the company as a whole, including all of the assets and liabilities of that company. In an asset sale, specific assets and liabilities are transferred. Each structure has different legal, tax and commercial implications, and we advise on the most appropriate approach for your objectives.

Yes. We regularly advise on transactions with overseas elements and work closely with our MSI Global network to coordinate cross-border legal and tax advice.

Myerson Solicitors advised EFCIS, a specialist trade credit insurance broker, on the strategic sale of a minority stake to a leading Australian trade credit company. The transaction strengthens EFCIS’s position internationally and supports its ongoing expansion.

Myerson’s corporate team provided comprehensive support on the structure and negotiation of the investment, while commercial and employment specialists ensured the smooth transition of business operations.

Ryan Fletcher commented:

“We are pleased to have assisted the shareholders with this pivotal transaction.

This deal represents a significant milestone in EFCIS’s growth and highlights the increasing global collaboration within the trade credit insurance sector. We look forward to seeing EFCIS and NCI thrive in their future collaboration.”

Read the press release.

Myerson Solicitors supported CLD Systems, the UK’s leading fencing and security gate manufacturer, in its acquisition of Cova Security Gates, a premier provider of perimeter security solutions.

Myerson’s multidisciplinary team advised on the transaction structure, commercial agreements, and employment aspects, facilitating CLD’s strategic expansion into high-security sectors.

Read the press release.

Myerson Solicitors assisted Steuler Group, a global leader in industrial linings and surface protection, in its acquisition of Ancorite Surface Protection, a UK-based specialist in industrial flooring and linings.

Myerson’s corporate and employment teams ensured a legally robust and commercially sound acquisition process, enhancing Steuler’s UK market presence.

Ryan Fletcher, Corporate Associate at Myerson, said:"The Corporate team at Myerson are delighted to have supported Joerg Borkowsky, Kristoffer Weinandy and the team throughout this transaction. The acquisition of Ancorite is a strategic move for the Steuler Group, who are excited to expand their presence in the UK and Irish market and strengthening their position as a leading provider in their sector". 

Read the press release.

Myerson Solicitors supported TUV Rheinland UK Ltd, part of the global TUV Rheinland Group, in its acquisition of a specialist technology business, further strengthening TUV’s capabilities in the certification and inspection sector.

Myerson’s corporate, commercial, and employment teams provided strategic legal advice, ensuring a seamless acquisition aligned with TUV’s global standards.

Ryan Fletcher, Associate at Myerson Solicitors, said,

"We are proud to have worked with Daniel Saxton and the team at TÜV on this acquisition. The addition of D/Gauge to TÜV’s group expands its service portfolio in the UK and offers great synergies and opportunities for growth for the group. It was a fantastic effort from everyone involved to be able to close the deal and we’re excited to see the next chapter of D/Gauge’s growth as part of the TÜV group.”

“D/Gauge is a well-known leading consultancy and software business founded by rail expert Dr David Johnson and a fantastic fit for the leading technology group TÜV. Our corporate team and technology specialists at Myerson have been thrilled to work alongside TUV during their acquisition.”

Read the press release.

Myerson advised Netherlands-based Its Value Consultancy B.V., part of Improven Group, on its acquisition of the remaining one-third shareholding in UK-based Its Value Limited, completing the buyer’s transition to full ownership of the business.

The shares were acquired from the outgoing minority shareholder, who remains involved with the business in a consultancy capacity. The transaction enables Improven to streamline governance and support the next phase of growth for the group’s UK operations. Myerson provided comprehensive cross-border advice throughout the transaction, including structuring the acquisition, negotiating the share purchase arrangements and managing the matter through to successful completion.

Client Intro

AQA is a UK-based education charity that designs, delivers and assesses academic qualifications, including GCSEs and A-levels. As the largest provider of these qualifications in England, AQA sets and marks over half of all GCSE and A-level exams.

Case Overview

AQA’s Group General Counsel, Clare Kay, is responsible for managing a wide range of legal matters across the organisation, including commercial contracts, regulatory compliance and strategic legal projects. One of her key challenges is responding to the high volume and technical complexity of legal queries that arise across the business.

Myerson supports AQA by providing corporate, employment and real estate legal advice tailored to these issues.
In addition, Myerson supports AQA in managing its real estate portfolio.

Myerson’s ongoing support helps AQA’s legal and HR teams manage matters efficiently and with confidence. Our advice is aligned with the organisation’s commercial priorities and complements the in-house legal function where needed.

Myerson Solicitors assisted Clever Closet Limited, an award-winning provider of bespoke under-stairs and loft storage solutions, in its acquisition by Sharps Bedrooms, one of the UK’s leading fitted furniture specialists.

Myerson’s corporate, commercial, and employment teams worked closely with Clever Closet’s founder to navigate the sale, ensuring a seamless transaction that aligned with both parties' strategic growth objectives.

Myerson's Ryan Fletcher said:

"We are delighted to have been able to assist in relation to the sale of Clever Closet Limited. It was a great team effort to close the deal, and we are all pleased that we were able to achieve a great result for our client."

Read the press release.

Client background

NoBlue develops and implements tailored cloud-based software utilising the NetSuite product, which provides back office processes to business via a single solution. NoBlue was founded in 2000 and has offices in the UK, Spain, the US and South East Asia. In 2022 NoBlue was awarded the Oracle NetSuite Partner of the Year award for the EMEA region.

Case Overview

The Myerson Corporate Team acted for Ian Irwin and Philip Baker in the buyout of NoBlue by private equity house FPE Capital, a prominent software and services investor. FPE Capital also acquired Elevate 2 at the same time as the NoBlue acquisition, creating “NoBlue 2”. Ian Irwin became CEO of the newly created NoBlue2 group.

The Myerson deal team was headed by Ryan Fletcher a Senior Associate in our Corporate Team, along with Corporate Partners Akeel Latif, and Solicitor Charlotte Peers. Vicki Fagan an Associate in the Employment Team and Richard Meehan a Senior Associate in the Commercial Team both advised on the respective employment and commercial aspects of the deal.

Myerson Solicitors advised Scott Rees & Co, a respected personal injury law firm, on its sale to Fletchers Group. The deal enables Scott Rees & Co. to maintain its service excellence under new ownership, while also providing growth opportunities for its staff and clients.

Myerson’s corporate and employment teams provided strategic advice, ensuring that operational, employment, and client continuity was maintained throughout the process.

Myerson’s Ryan Fletcher commented:

“This transaction was a fantastic opportunity to assist a successful law firm as it embarks on its next chapter.

Our team worked collaboratively with Scott Rees & Co to ensure the process was handled with precision and care, resulting in a successful outcome that reflects the hard work and dedication of everyone involved.

We are delighted to have played a role in this important milestone and wish the firm every success in the future.”

Read the press release

Risktec provides specialist risk management consulting and training to national and international organisations and public bodies. It included group companies in the United States, Glasgow and the Middle East and was owned by its employees.TUV Rheinland is one of, if not, the largest German industrial provident society in Germany.

Myerson solicitors were involved in a transaction managing a sale process with over 100 shareholders. We also provided a data room for this deal and worked closely with our Employment and Property Teams.

First Choice operated a national network of safety, security and access control systems with a broad range of clients including local authorities and blue-chip companies.

With First Choice being a plc, we liaised with the Takeover Panel and dealt with its re-registration as a private limited company. We also provided and managed the data room for this deal and worked closely with our Employment and Property Teams.

After successfully acting on the sale of Thornley Groves Estate Agents to Lomond Capital in 2013, we acted for Birmingham-based John Shepherd Lettings who were also acquired by Lomond Capital in 2014.

Shepherds had 4 branches across Birmingham with a substantial letting and management portfolio. We also provided a data room for this deal and worked closely with our Employment and Property Teams.

Atesta is a UKAS & MCERTS accredited stack emission testing contractor that has been acquired by Envirocare, an accredited stack emissions testing and occupational hygiene consultancy, which is part of the Cura Terrae group of environmental services companies.

We advised the sellers throughout the sale process with assistance from our employment, commercial and property teams.