Commercial Lawyers for Business Acquisition Advisers
Term sheets, due diligence, share and asset purchase agreements, warranties and indemnities, earn-outs and completion mechanics — for advisers running buy-side mandates.
Know what you need? Request a fixed-fee quote and upload your documents. Not sure of scope? Book a short call with a senior lawyer instead.
Who we help
Buy-side advisers and acquisition consultants carry the deal from thesis to completion, and the legal work needs to keep pace without becoming the reason a mandate stalls. Diligence findings must translate into price, warranties or conditions; the purchase agreement must protect the buyer without collapsing the deal; and completion must actually deliver the assets the buyer paid for.
Envision Legal acts on buy-side and sell-side transactions across share and asset structures: exclusivity and term sheets, legal due diligence, share and asset purchase agreements, warranty and indemnity packages, escrow and earn-out mechanics, restraints, employee and contractor transfer, lease and contract assignment, and post-completion integration documents.
We work with advisers on a fixed-fee basis, scope by scope, so acquisition budgets are predictable and clients are not exposed to open-ended legal spend on a deal that may not proceed.
How we help
Legal services we provide
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Term sheets and exclusivity
Non-binding term sheets, exclusivity and confidentiality deeds that protect the mandate without prematurely binding the buyer.
Legal due diligence
Contracts, leases, employment, IP, licences, litigation, PPSR and corporate records, reported against deal impact rather than volume.
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Share and asset purchase agreements
Drafting and negotiation, conditions precedent, completion accounts and adjustment mechanics.
Warranties, indemnities and disclosure
Warranty packages, disclosure letters, caps, baskets and time limits calibrated to identified diligence risk.
Earn-outs and deferred consideration
Earn-out formulas, protective covenants, escrow and set-off mechanics that survive the first year of ownership.
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Corporate structuring for the acquirer
Acquisition vehicles, shareholder agreements between co-investors, and funding documentation.
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People, leases and third-party consents
Employment transfer, key-person retention, restraints, lease assignment and change-of-control consents.
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Your own adviser mandates
Mandate and success-fee agreements with clear scope, exclusivity, tail periods and fee entitlement wording.
Common legal issues
Situations we are usually brought in on
“Diligence finds unassignable key customer contracts.”
Change-of-control clauses can turn a share deal into a consent exercise or shift value entirely. Reading the top contracts early changes structure.
“The vendor resists meaningful warranties.”
Where warranties are limited, the answer is usually a combination of specific indemnities, retention and price adjustment rather than walking away.
“An earn-out is proposed with no protective covenants.”
Without control provisions, accounting definitions and set-off wording, earn-outs become disputes. The formula matters less than the guardrails.
“Two co-investors are buying together with no agreement between them.”
Governance, funding obligations, deadlock and exit need to be documented before completion, not after.
“Your success fee is disputed after a deal completes off-mandate.”
Mandate wording on introductions, tail periods and fee triggers determines recovery.
Documents we can help with
- Confidentiality and exclusivity deed
- Non-binding term sheet or heads of agreement
- Legal due diligence report
- Share purchase agreement or asset purchase agreement
- Disclosure letter and warranty schedule
- Earn-out, escrow and deferred consideration deeds
- Shareholders agreement between co-investors
- Restraint, key-person and transition deeds
- Adviser mandate and success-fee agreement
When to involve a commercial lawyer
- Before signing exclusivity or a term sheet
- At the start of diligence, so findings map to deal protection
- When structure changes between share and asset purchase
- Where earn-outs, escrow or vendor finance are proposed
- When co-investors are funding the acquisition together
- Before finalising your own mandate documents
Why Envision Legal
Commercial context, not just legal risk
- Senior commercial lawyers do the work — you deal directly with the person advising you, not a rotating cast of juniors.
- Our lawyers have worked inside businesses as well as in law firms, so advice is framed around the commercial decision, not just the legal risk.
- Fixed fees for scoped work, agreed before we start, so legal spend is predictable.
- Plain-English drafting and advice that your team and your customers can actually use.
- A technology-enabled service model — secure document upload, client portal and fast turnaround — without the overhead of a large firm.
- Ongoing support is available through fractional general counsel arrangements when a business needs more than one-off documents.
Related legal services
FAQs
- Do you scope diligence to deal size?
- Yes. On smaller acquisitions we run a focused review of the contracts, leases, employment and IP that actually drive value, and report by deal impact.
- Can you work to an adviser-led timetable?
- Yes. We are used to buy-side processes with fixed exclusivity windows, and we respond within one business day.
- Share sale or asset sale?
- It depends on liabilities, contract assignability, tax and licences. We work through it with the client's accountant rather than in isolation.
- How are legal fees structured on acquisitions?
- Fixed fees per scope — diligence, agreement, completion — so the client can budget and stage spend as the deal progresses.
- Do you also act for co-investor groups?
- Yes. Acquisition vehicle structuring and shareholder agreements between co-investors are common parts of the same mandate.
Related industries
Talk to us
Running an acquisition mandate that needs legal support?
Send us a note about what you're working on. We'll respond within one business day and, if we're a fit, book a free 15-minute consultation with a senior lawyer.