It’s what I do, day in day out. Share and asset sales for owner-managed businesses, at a fixed fee agreed before I start, explained in plain English. Approachable. Responsive. Remarkablaw®.
5.0 from 148 Google reviewsStevenAI answers from this website. It gives general information rather than legal advice on your situation, and using it does not make me your solicitor. Anything you type is handled under the privacy notice.
Steven Mather
A short film: you spent years building your business, and you only sell it once. It follows a sale from offer through heads of terms, due diligence and exchange to completion, and ends with Steven Mather, solicitor, business sales for owner-managed companies on fixed fees.
Who I work with
Most of my work is company sales and purchases between £250,000 and £10m. Honest, decent people who have worked hard and done well, and who have usually never sold a business before.
Someone has approached you, or a broker has found a buyer, and there is a number on the table you would like to keep hold of.
You are two to three years out and want help getting ready for sale.
A competitor, a client book or a team. The risk needs to sit in the right place, not wherever the first draft left it.
A contract to write, advice on a legal point, or something else entirely. I can help.
Clients
Growing, building and protecting their businesses, not only selling them.
The bit you are paying for
OK, it’s a bit more than that, but a buyer’s first draft is written for the buyer. It is not unreasonable, it is just one-sided. As a seller, we need to make sure you have suitable protections.
Where this bites hardest is the disclosure letter and the warranty schedule, both of which live inside the sale agreement. More on share purchase agreements, asset purchase agreements and due diligence.
Not quite ready to sell?
Planning two to five years ahead gives you the best chance of fixing the things buyers use to chip away at the price: your statutory books, your key customer contracts, your staff, your accounts. Each is trivial to fix today and expensive to fix once you have accepted an offer.
How a sale works
Four key stages. The whole process usually takes between two and three months. We’ll agree a fixed fee before we start, and I’ll stick to it.
The commercial deal in outline. Most people sign these because they seem OK, but by the time they are signed the shape of the deal is largely set.
The buyer investigates everything. What you disclose properly here is what you generally cannot be sued over afterwards, so it is protection not just paperwork.
A share purchase or asset purchase agreement, running to a hundred pages or so, setting out what you get paid and what you stay liable for.
The best part. Contracts signed, money paid over, and you get to start enjoying your exit. What you agreed at stage one is what you live with here.
About me
I help small and medium-sized companies grow, build and protect their businesses too: contracts, employee issues, shareholder agreements, trade marks. If you like jargon, I’m not your man. I’m not here to clock-watch or baffle you, and I don’t wear a suit. I’m a Christian, married to Yuki, and we have two kids. I write books in my spare time, play a bit of tennis, fancy myself a coffee connoisseur, and enjoy time with the children.
What clients say
Steven saw my company sale through from start to finish and I felt completely safe and informed throughout. At times of stress Steven has a calming knowledgable manner and helped explain things in a way that was easier to understand. His experience is very obvious and I would not hesitate to recommend.
Excellent service. A complete professional throughout the process our recent acquisition. Thank you Steven. Jamie and the team @ Leicester Bearings.
Steven was excellent in advising and drawing up new commercial terms for our small business. Advice was quick and succinct, new terms were drawn up and sent for review, price for the work was competitive. I wouldn't delay in using Steven again, a pleasure to work with him.
Latest writing
Mostly about where deals go wrong, and how small businesses can learn from other people's mistakes.
A buyer who guaranteed the company's loans in an SPA had his bankruptcy order overturned because of how one clause was worded. What sellers should do.
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A broker that didn't find the investor still won a US$2.25m success fee. The Court of Appeal on what "help" means when you hire two brokers for one deal.
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Amtico's terms might have cut a £2.9m flooring claim to under £19,000, but it couldn't yet prove which version applied or that its cap was reasonable.
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Before you instruct anyone
If yours is not here, ask me. I would rather answer it now than have it turn into a problem at completion.
You get a fixed figure with a written scope before I start, rather than an hourly rate and a shrug. What the price depends on is the size and shape of the deal, and the exclusions sit on the same page as the price so there are no surprises. Send me the basics and I can usually give you a number the same day.
Usually two to three months, across four stages: heads of terms, due diligence, the sale agreement and completion. Deals move at the speed of the slowest party, which is normally due diligence, and occasionally the buyer’s funder.
Usually between £250,000 and £10m, and almost always owner-managed businesses where the people selling have never sold a business before.
Yes, and they are worth more thought than most people give them. Almost every argument later in a deal is an argument about something the heads of terms left vague.
Warranties are statements about the business that you promise are true. If one turns out not to be, the buyer can claim against you. An indemnity is a promise to cover a specific known risk pound for pound. The negotiation over which risks sit where is most of what you are paying me for.
Sometimes. It is how buyers bridge the gap between what they will pay now and what they think the business is worth. The difficulty is that you are then relying on someone else running your old business in a way that pays you, so the drafting matters enormously.
Yes. Tax structuring is their job rather than mine, and getting it wrong is expensive in a way legal drafting rarely is. If you do not have one who does transactions, I can point you at several.
Yes, start to finish. There is no team and nothing gets handed to a trainee. That is the trade: you get me, and I take on fewer deals at once than a firm would.
More of this, at length, in the writing.
Drop me a line
I’ll give you a steer and tell you whether I’m the right person for the job. If I’m not, I’ll say so and point you at someone who is.