Buying or selling a business is one of the most significant events in any entrepreneur's life. We manage every legal aspect of the transaction — so you can focus on the deal.
Book a ConsultationA business transaction involves far more than a contract of sale. Due diligence, employee obligations, intellectual property, existing contracts, regulatory licences, and tax structure all need to be carefully managed. The way the deal is structured — asset sale versus share sale — has profound implications for both parties.
At LK William, we advise buyers and sellers in business transactions of all sizes — from small business sales to multi-entity acquisitions — providing precise, experienced legal management through every stage of the process.
Advice on asset sale versus share sale structure
Due diligence — contracts, employees, IP, regulatory licences, liabilities
Business sale contract drafting and negotiation
Restraint of trade and non-compete provisions
Employee entitlement and transfer obligations
Completion management and post-completion obligations
From heads of agreement to completion.
We advise on the most appropriate structure for the transaction — asset sale, share sale, or hybrid — considering tax, liability, and commercial factors.
We conduct thorough due diligence on the target business — reviewing all contracts, employees, IP, licences, and liabilities.
We draft or review the business sale contract and negotiate all terms — price adjustments, warranties, indemnities, restraints, and conditions.
We manage all completion steps — fund flows, regulatory notifications, licence transfers, and employee notifications — through to a clean, complete handover.
An asset sale transfers specific business assets — stock, equipment, goodwill, contracts. A share sale transfers ownership of the company itself — including all liabilities. The choice has significant tax and risk implications for both buyer and seller. We advise on the right approach for your specific transaction.
Warranties are representations made by the seller about the state of the business. Indemnities provide specific protection against identified risks. Negotiating appropriate warranties and indemnities — and limiting them where you are the seller — is a critical part of every business transaction.
A buyer will almost always require the seller to agree not to compete with the business for a period after completion. The enforceability of restraint of trade clauses in Queensland depends on their reasonableness. We draft restraints that protect the buyer's legitimate interests while remaining enforceable.
In an asset sale, the buyer acquires specific assets of the business — goodwill, stock, equipment, contracts — and generally does not inherit the company's historical liabilities. In a share sale, the buyer acquires the shares of the company, inheriting all of the company's assets and liabilities. Each structure has different tax, liability, and practical implications. We advise on the right structure for your specific transaction.
At a minimum, you should review the target business's key contracts, financial records, employee obligations, regulatory licences, intellectual property ownership, and any pending litigation or disputes. The depth of due diligence should be proportionate to the size and complexity of the acquisition. We manage the full due diligence process and report on every material issue before you commit.
Employee obligations on a business sale depend on whether it is structured as an asset sale or a share sale. In a share sale, employees generally continue with the company on the same terms. In an asset sale, employees may need to be offered employment by the buyer or made redundant, with appropriate entitlements paid. We advise on employee obligations and ensure the transaction is managed correctly.
Book a confidential consultation with our team. No pressure, no legal jargon — just a clear conversation about your matter and how we can help.