The sale or purchase of a family-owned business in the UK is far more than a straightforward commercial transaction; it’s an emotionally charged transition that affects not just balance sheets but family legacies and personal relationships.

While accountants and financial advisers calculate value, it falls to the solicitor to act as the crucial legal architect, negotiator and risk manager, ensuring the legal documentation reflects the agreed heads of terms, that the deal is watertight and the client’s interests – commercial and personal – are protected. The work is typically referred to as Mergers and Acquisitions (M&A).

“For many owners of small businesses, the sale is the culmination of years of hard work, commitment and family effort,” says Tariq Phillips (pictured above), one of our specialist Corporate and Real Estate solicitors at KWW Solicitors of East Molesey.

Choosing the right solicitor is so important if you want to maximise the chances of a smooth, successful transaction.

At KWW Solicitors, we regularly act for owners and buyers of family-owned companies, guiding them through every stage of a share sale or purchase, from the first conversation to completion.

We have acted for clients selling and buying businesses across a wide range of sectors –from financial services, motor industry, dentistry, and engineering and retail to hospitality and property – and we have helped to realise sale prices from hundreds of thousands to millions of pounds.

Broad range of legal skills

A family business transaction often touches on multiple areas of law, so you need a solicitor with a broad and deep legal skill set.

The primary specialism must be in Mergers and Acquisitions (M&A). The solicitor is responsible for the core mechanics of the deal, including the structure of the transaction – a decision which has significant implications for tax and liability – and in drafting the Sale and Purchase Agreement (SPA).

The SPA is the fundamental contract, detailing the price, payment terms, warranties and indemnities.

Due diligence is perhaps our most critical task. For the buyer, it means forensically investigating the target business to confirm its legal and operational health and to uncover any hidden liabilities.

For the seller, it means preparing the business for this scrutiny, addressing weaknesses proactively to maintain valuation and control the narrative.

The specialisms required here go beyond general company commercial law and often include:

• Employment law: Reviewing contracts, restrictive covenants, pension schemes, and handling the transfer of employees under the Transfer of Undertakings (Protection of Employment) (TUPE) regulations.
• Property law: Checking the title or lease terms of any land or premises owned or occupied by the business.
• Intellectual Property (IP) law: Verifying ownership and protection of trademarks, patents, and software, which can often be a substantial, yet informal, asset in a long-established family business.
• Regulatory compliance: Ensuring the business has complied with all sector-specific regulations.

The legal specialism provides the technical backbone but it’s the solicitor’s ‘soft’ skills and professional approach that define a smooth transaction, especially one involving complex family relationships.

Protecting the key interests

“An effective solicitor is not just a legal technician; they are a commercial negotiator,” says Tariq. “We take the time to understand our client’s business goals and their emotional drivers.

“In negotiations, we protect the key terms like warranties and the structure of deferred payments while maintaining a pragmatic, resolution-focused approach to keep the deal moving forward.

“Family business sales can be fraught with emotion, so we need to show empathy and discretion and be able to translate complex legal terms into plain English for the family owners.”

The sheer volume of documentation in due diligence and the tight timelines in a sale require exceptional organisational skills. The solicitor takes on a project management role, coordinating with the client, the other party’s legal team, accountants, and funding providers.

Our approach

Every transaction has its own story. Some are straightforward; others involve several generations of a family or a group of long-serving shareholders with different goals.

Whatever your circumstances, our approach is always to listen carefully to what you want to achieve and explain every step in plain English; to anticipate issues before they become problems; and to safeguard your interests while maintaining goodwill between all parties.

If you’re thinking of selling or buying a family-owned company, it pays to get legal advice early to avoid costly delays when you have found a buyer.

The right preparation can make a major difference to the timetable, the tax position and the ultimate value achieved.

To discuss your plans in confidence, contact us today.