Strategic legal advice for business sales, acquisitions and private M&A transactions — from deal preparation and due diligence to negotiation and closing.
Selling a business is often the largest transaction an entrepreneur will undertake.
The headline purchase price is only one part of the deal.
Payment terms, warranties, earn-outs, restraints, working capital adjustments, tax structure, security and liability allocation can materially change what the seller ultimately receives — and the risk retained after closing.
O’Reilly Law advises entrepreneurs, shareholders, investors and private companies on business sales
and acquisitions from initial structuring through to completion.
Before a buyer starts due diligence, we identify legal issues capable of reducing value or delaying the
transaction.
This may include:
Fixing problems before the buyer discovers them can materially improve negotiating leverage.
Should the buyer acquire the shares or the business and assets?
How should deferred payments be secured?
Should consideration include an earn-out?
What happens to employees, IP, contracts and liabilities?
We help structure the transaction around the commercial objective.
We negotiate the legal and commercial terms alongside the client and other advisers.
Particular attention is given to:
We coordinate documentation, conditions precedent, signatures and closing requirements to take the transaction from agreement to completion.
Legal due diligence can identify issues that affect valuation or even determine whether a transaction should
proceed.
Findings are translated into practical transaction recommendations — including conditions precedent,
warranties, indemnities, price adjustments or matters requiring remediation.
In fact, the best time to prepare is often before the business formally goes to market.
We combine technical corporate law with an understanding of how privately owned businesses actually operate.
We focus on the economics of the transaction, not simply the documents.
We understand that business owners frequently have significant personal wealth tied to the transaction.
We manage the legal process from initial structuring through closing.
We identify the issues that genuinely matter to the deal.
Transactions move quickly. Your lawyers should too.
Ideally before signing a term sheet or heads of terms. Commercial positions agreed early can materially affect the final transaction.
There are significant legal, commercial and tax differences. The optimal structure depends on the circumstances and should be considered with appropriate legal and tax advice.
At is an investigation of the target company’s legal affairs to identify risks that may affect the transaction, valuation or transaction documents.
An earn-out makes part of the purchase price dependent on the business achieving agreed future performance targets. The drafting of these provisions is particularly important because disputes can arise over how future performance is measured.
es. We can help make the business sale-ready, identify legal problems and prepare for buyer due diligence before the business goes to market.
Yes. We advise both purchasers and sellers in private M&A transactions.
Whether you are considering selling your business, negotiating with a buyer or acquiring a company, O’Reilly Law can guide the transaction from strategy to closing.
O’Reilly Law | Cape Town | Business Sale, Acquisition & M&A Lawyers
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