Selling Small business advice

[Alsager]

Hi,
Long time lurker, first time poster!

I have two small Ecommerce business's I am selling. The price, and dates are all agreed
I wont be making any money from the sale, it is more a case of getting rid of the hassle
My questions are around warranties and exposure - the buyer is not too interested in doing much due-diligence, and just wants to transfer money/share, and get on with it - he has been advised to seek independent legal advice, which he is not bothering with
I want to put in place a light touch share transfer contract and disclosure letter. Given they are not interested in the DD, I want to limit my exposure to the maximum - what is the min documents I can use, and what is the maximum I can indemnify myself against future claims. To note there should not be any but the lack of interest in DD concerns me

thanks
A

 

[Mr D]

This is what you have already discussed with your solicitor?

 

[FD Capital]

Everything can be limited by the agreement. Though if too onerous the buyer may not agree, from what you have said though doesn't sound like they will pay too much attention to the sale agreement either.

 

[Alsager]

Given we have already told them to do the due diligence, have given them all the info they have requested and agreed they're buying 'as-is' does Caveat Emptor not come into play?

To answer the solicitor question, they have not come across this before i.e. such lack of interest in DD

 

[Mr D]

Given we have already told them to do the due diligence, have given them all the info they have requested and agreed they're buying 'as-is' does Caveat Emptor not come into play?

To answer the solicitor question, they have not come across this before i.e. such lack of interest in DD

All the more reason for the solicitor to make sure you are protected.

The buyer - they can take their chances. You shouldn't try copying them without accepting risks.

 

[Clinton]

the buyer is not too interested in doing much due-diligence, and just wants to transfer money/share, and get on with it

Then just do that and walk away.

I normally advise people to take legal advice in these situations but, to borrow something from Brexit , not signing anything is better than signing a contract that doesn't provide 100% protection.

 

[obscure]

To answer the solicitor question, they have not come across this before i.e. such lack of interest in DD

They obviously haven't visited these forums before. It is frighteningly common.

 

[Alsager]

Great thanks for the advice