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Quastels Acts for Gerald Edelman on Their Acquisition of Vista Partners

Quastels LLP is delighted to have acted for Gerald Edelman on their acquisition of Vista Partners.

Founded in 1946, Gerald Edelman is a London-based accountancy and business advisory firm with over 20 partners, serving middle-market companies across the UK and internationally. The firm offers a comprehensive range of professional services, including accountancy, auditing, tax planning, corporate finance and strategic business advice. Vista Partners is a long-established accountancy and tax advisory firm based in Redhill. The firm provides a full range of services including accounting, audit, tax compliance, business advisory, and personal tax planning, primarily supporting owner-managed businesses and SMEs across Surrey, Sussex, and the South East.

Quastels LLP, led by corporate partner Adam Convisser, oversaw legal due diligence, transaction structuring and execution. Adam was supported by colleagues in the corporate, commercial real estate and employment teams showcasing our strong cross-departmental collaboration.

“We are thrilled to have completed the acquisition of Vista Partners. It was a pleasure to work with Adam and the Quastels team. Their advice was invaluable and they put in the extra hours to ensure we got the deal over the line, for which we are very grateful. We look forward to working with the team again in the future on other projects.”

– Nick Wallis

Congratulations to Gerald Edelman and the whole team at Vista Partners, we look forward to seeing your continued success.

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Quastels Acts for Wavertree Bay Investments in Acquisition of SFI Logistics

Quastels LLP is pleased to announce that it acted for Wavertree Bay Investments in its recent acquisition of SFI Logistics.

SFI provides storage and logistics services, primarily for the office industry and was an important strategic purchase as part of Wavertree Bay’s broader investment strategy in the storage and logistics sectors.

Quastels LLP, led by corporate partner Marcus Rebuck, provided comprehensive legal advice throughout the acquisition process, working through the financial and contractual matters to ensure a smooth and successful completion. Marcus was supported by colleagues in the corporate, commercial real estate, and employment teams. The wider team’s expertise and commitment were instrumental in achieving the client’s objectives.

Dean Jaraj, Director of Wavertree Bay Investements commented:

“We are extremely grateful for the outstanding support and guidance provided by Quastels throughout the acquisition process. Marcus and the whole team’s attention to detail and proactive approach enabled us to work through the challenges and complete the transaction efficiently. We look forward to continuing our partnership with Quastels as we integrate our new business and pursue future growth opportunities.”

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Key Considerations When Selling Your Business

Deciding to sell your business is a momentous and often complex decision. Once you’ve made the choice, it’s crucial to approach the process strategically to ensure a successful outcome. While seeking professional legal advice early on is vital, understanding some fundamental aspects in advance can greatly benefit your planning.

Share Sale or Asset Sale?

One of the first decisions to make is whether you’ll sell shares of the company or just the assets of the business.

• Share Sale: This involves transferring ownership of the company, including all its assets and liabilities, to the buyer.
• Asset Sale: Here, only specific assets of the business—such as property, equipment, intellectual property, or goodwill—are sold, leaving the original company and its liabilities with the seller.

Understanding Share Sales vs Asset Sales

The decision between a share sale and an asset sale is influenced by legal, financial, and commercial considerations for both parties.

Share Sale

In a share sale, the buyer typically acquires the entire company, including its assets, liabilities, and obligations. This allows the business to continue operating seamlessly.

Advantages for Sellers:

• Simplicity: the entire company is transferred, making the process less burdensome for the seller.
• Continuity: operations can continue uninterrupted, minimising disruptions for employees, customers and suppliers.
• Potential Tax Efficiency: selling shares is often more tax-efficient, particularly if you qualify for Business Asset Disposal Relief (BADR). Formerly known as Entrepreneurs’ Relief, BADR allows eligible sellers to benefit from a reduced capital gains tax rate when selling their business. It is important to seek advice from a qualified tax adviser to maximise any available reliefs.

Disadvantages for Sellers:

• Buyer’s Risk: buyers may demand extensive warranties and indemnities to offset the risk of inheriting unknown liabilities.
• Pricing Pressure: buyers might reduce their offer to account for potential liabilities within the company, impacting the overall sale value.

Asset Sale

In an asset sale, the buyer acquires only selected assets, allowing them to leave behind liabilities.

Advantages for Sellers:

• Flexibility: sellers can retain parts of the business they wish to keep or sell separately later.
• Buyer Appeal: the reduced risk for buyers can make the transition simpler and quicker to negotiate.

Disadvantages for Sellers:

• Tax Complexity: asset sales can be less tax-efficient, often leading to taxation at both corporate and shareholder levels.
• Practical Challenges: transferring individual assets such as property, contracts, or employees can involve time-consuming legal processes.
• Retained Responsibilities: sellers must manage remaining liabilities, wind up the company, and deal with any leftover debts or assets.

Conclusion

Selling your business is a significant milestone that required thorough planning and careful execution. Understanding whether a share sale or an asset sale suits your goals, addressing tax implications, and preparing your business for the market can help you achieve a smooth and financially rewarding exit.

At Quastels LLP, our Corporate Department is equipped with experienced legal advisors who provide tailored guidance and ensure your interests are protected at every stage of the transaction. Let us help you navigate this important journey with confidence and clarity.

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