Mergers & Acquisitions

Sell-Side Advisory for Mid-Market Businesses

Cape Town | Acting Nationally

O’Reilly Law advises founders, shareholders and boards on the sale of businesses and equity interests, with a particular focus on companies generating annual turnover between R10 million and R300 million.

 

We operate as trusted legal advisers to shareholders navigating significant corporate transactions — often representing sellers in matters that are commercially material, reputationally sensitive and strategically complex.

 

Our role is to protect value, manage risk and ensure transactions are executed with precision and discretion.

STRATEGIC SELL-SIDE ADVISORY

A business sale is rarely a simple legal transaction.
It is a structured corporate process requiring careful coordination between shareholders, management, financial advisers and potential acquirers.

We are typically engaged to advise on:

  • Full or partial disposals of businesses
  • Shareholder exits
  • Strategic sales to competitors or investors
  • Management buy-outs and restructures
  • Pre-sale corporate reorganisations
  • Equity realisations and liquidity events

We act for sellers and their shareholders, ensuring alignment with exit objectives and appropriate legal protection.

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MID-MARKET TRANSACTIONS REQUIRE EXPERIENCED LEGAL STEWARDSHIP

Transactions within the R10m–R300m turnover range often sit in a gap between small-business conveyancing-style work and large-cap corporate transactions.

They demand:

  • Big-law technical capability
  • Commercial pragmatism
  • Close partner-level involvement
  • Efficient execution without unnecessary complexity

We bring a structured, disciplined and commercially attuned approach to these transactions.

SCOPE OF SERVICES

Pre-transaction structuring & Readiness

  • Review of corporate and shareholding structures
  • Identification of legal risks prior to due diligence
  • Pre-sale restructuring where required
  • Guidance on transaction structure and sequencing
  • Coordination with tax advisers and corporate finance teams
  • Confidentiality frameworks and engagement protocols

Early preparation materially improves negotiating position and transaction certainty.

Negotiation & Transaction Management

  • Letters of intent and heads of terms
  • Commercial negotiation support
  • Transaction structuring and pricing mechanisms
  • Earn-out and deferred consideration frameworks
  • Management retention and restraint arrangements
  • Coordination of due diligence processes

We operate as part of the broader deal team to maintain transaction momentum and alignment.

Documentation & Risk Allocation

  • Drafting and negotiation of sale and purchase agreements
  • Warranty and indemnity regimes
  • Limitation of liability and risk allocation
  • Security for deferred purchase consideration
  • Escrow and completion mechanics
  • Closing implementation and post-completion obligations

Our focus is on ensuring that legal risk is appropriately contained and that consideration is secured.

REPRESENTATIVE CLIENT PROFILE

We typically advise:

  • Founder-led and privately held companies
  • Multi-shareholder businesses
  • Professional services firms
  • Manufacturing and industrial businesses
  • Technology-enabled service companies
  • Property-linked operating businesses

Most clients fall within the R10m–R300m annual turnover range, where transactions are material to shareholders and require careful handling.

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Frequently Asked Questions

Ideally prior to engagement with potential acquirers or signing any term sheet. Early structuring materially improves outcomes.
Yes. We work closely with corporate finance advisers, tax specialists and accountants to ensure coordinated transaction execution.
All engagements are treated with strict professional confidentiality and discretion.

Contact Us

For discreet discussion regarding the potential sale of a business or equity interest:

O’Reilly Law Inc

Corporate & Commercial Attorneys

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All enquiries are treated in the strictest confidence.

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