Facilitating the sale of shares in a publishing company

Facilitating the sale of shares for five individuals in a publishing company

The SE-Solicitors Corporate & Commercial team acted for five private individuals, who between them held the entire issued share capital in a Publishing Company. The clients instructed the team in the sale of their shares to a buyer registered in Delaware, USA, who was being represented by an American attorney.

The Publishing company operated a website, and produced publications on the insurance industry. The team responded to the buyer’s due diligence with the inclusion of the client’s intellectual property portfolio.

The Value to the Client:

Due to the cross-border nature of the transaction, the team advised their clients on the nuances of dealing with overseas entities. There were many additional matters which had to be considered due to this, such as arranging for a satisfactory legal letter of opinion on the buyer. The agreement between the parties required complex drafting in order to give effect to an agreed earn-out payment.

The SE-Solicitors team were able to being in the relevant expertise of Employment Director Carol Shaw, who advised the client on several consultancy agreements which were required.

Significant complications arose in the sale, due to the buying changing the identity of its group company which was about to make the purchase. In addition, the team experienced great difficulty in bringing the matter to completion, as they first had to establish the source of funds for the purchase. Despite these complications, the SE-Solicitors team were able to conclude the deal on terms which were greatly satisfactory for our client all within the time frame required.