Sales & Purchase of Optical Practice
Where we are appointed as the lawyer for opticians to act on the sale of an optician business we have the following key roles:
• Firstly, considering what pre-sale agreements may be required. For example, a confidentiality agreement and some form of non-refundable deposit agreement may be necessary.
• Secondly, assisting with the answers required to the due diligence questions that the buyers lawyer will raise.
• Thirdly, advising on and negotiating the terms of the actual sale agreement, including the following points:
- Making sure the seller gets the cash (or other sale consideration) agreed, especially if some of the cash is payable based on future performance of the business or deferred payment terms.
- Managing the post-sale liability of the seller of the optician business against any warranties, representations or indemnities in the sale agreement. A warranty is a statements of fact about the business, which if inaccurate will technically give the buyer of an optician business a means of legal redress. Often the warranties will form the bulk of the sale agreement. Sometimes the solicitor acting for the buyer of the sale agreement will attempt to include warranties which are completely disproportionate for the size of the transaction and issues, thereby creating considerable risk following the sale. It cannot be understated enough how important the legal advice from the solicitor acting for the person selling the optician business will be in this area.
- Managing any other responsibilities for the seller of the optician business. For example, non-compete restrictions, and any post sale consultancy assistance.