#17: The Legal Side of Corporate Transactions with Jack Horwitz, Leathes Prior Solicitor

Welcome to The Exit Plan, a podcast for business owners interested in learning more about selling their business.

In this episode, Jack Horwitz, an associate at Leathes Prior Solicitor shares the most obvious thing in terms of valuation, which is how various companies differentiate themselves based on how they legally position themselves for sale, wise accounting, higher turnover, lower costs. But from a legal standpoint, there are things they can do to make themselves more marketable. He also shares about the typical process they are doing, which starts with an accountant who then collaborates with a few corporate finance accountants under the seller's direction to market the seller's business for sale.

He also talks about the main works of the legal side where they concentrate on issues relating to employment, property, disputes, the company's share history, any insurance matters that might be pertinent, and insurance claims. Furthermore, he also shares the IR35 Legislation of UK, which oftentimes a problem he handles in shares and employment. He also touches the other professionals that may be involved, such as specialists in employment law or commercial property within their firm or external experts.

Jack also discusses the role of a corporate lawyer, which is to try to avoid having to pay back a portion of the purchase price, some negotiation restrictions. One of those is a concept known as a de minimis level, which effectively disqualifies claims below a particular amount. He reiterated that these kinds of terms need to be properly negotiated to the purchase price because anything below that value is excluded, and the buyer cannot make a claim with regard to that amount. Legal facts and documents are always present before buying or selling a business or piece of property.

Tune in now and learn more about the idea of the deal process and the significance of getting a company ready to sell legally.

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WHAT YOU WILL LEARN:

• How to build a business to make it an attractive proposition for a buyer

• Process of corporate transactions

• Definition and processes of employment ownership trusts (EOTs)

• Typical trade sale structure

• Challenges related to share history and unraveling issues

• Financial and legal due diligence processes

• Introduction to the process through an accountant

• Valuation of businesses and factors that influence value

CONNECT WITH JACK:

• Website | www.leathesprior.co.uk

• LinkedIn| Jack Horwitz

ABOUT THE GUEST:

Jack Horwitz is an associate in Leathes Prior Solicitor who works as a corporate and commercial attorney with a focus on buying and selling businesses describes his background and his interest in corporate law. He studied economics in college with the intention of either entering the legal profession or working in finance until he ultimately chose to pursue a career in law, but still not entirely sure what kind of law to practice. During his lawyer training contract, he visits four different locations which made him practiced some commercial property law, employment law, corporate commercial, and disputes law.

He is interested in the economics of buying and selling businesses, and was sure wanted to work in the business sector.

THE EXIT PLAN

The Exit Plan is for business owners that are interested in learning more about how to sell their business. Each episode Barnaby Cook interviews someone who has bought or sold a business - either a creative agency, or a production company. The conversation gets under the skin of why they wanted to sell, or were looking to acquire, how the deal was structured, how they agreed upon a valuation and what lessons they learnt along the way.