Selling your business

Selling your business

Legal guidance in the sale of your company from letter of intent to closing.

Selling your business is likely the largest transaction you will ever make as an entrepreneur. The purchase price is just one element the warranties, indemnities and liability provisions largely determine what you ultimately receive.

As an M&A lawyer we guide you from the first conversations with potential buyers through to signing and closing with the aim of keeping your liability proportionate and manageable.

Key legal considerations in a business sale

Letter of Intent (LOI) scope and binding effect
Legal due diligence by the buyer
Representations and warranties in the purchase agreement
Liability caps and thresholds
Earn-out structures and conditions
Non-compete and non-solicitation clauses after sale
Escrow and security arrangements
Closing conditions and mechanisms

Warranties and liability: the core of every business sale

Warranty structure

Binding statements about the state of the business basis for a claim in case of breach.

Liability cap

Maximum amount for which you as seller remain liable after closing.

Basket and threshold

Minimum threshold below which no claims can be brought by the buyer.

Indemnities

Specific protection for the buyer for known risks such as tax claims or ongoing procedures.

Mr. Vincent Besters
Our Approach

Mr. Vincent Besters

Lawyer for Entrepreneurs · Amsterdam

"When selling your business, we protect your interests at every stage from due diligence to the final purchase agreement. Our focus: achieving a price that reflects the value of your business, with a liability profile you can live with."

LOI negotiation

Sharp assessment and negotiation of the letter of intent.

Due diligence management

Control of information flow and risks during the buyer's investigation.

Purchase agreement

Watertight warranty and liability structure in your favour.

Closing

Guidance through to transfer of shares or assets.

View our track record

Frequently asked questions about selling your business

Selling your business? Get the right guidance.

The terms of the sale are at least as important as the price. Contact us confidentially.

+31 20 209 00 15

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