and Sellers to get to know each other and get comfortable with the business and the future together. If this doesn't go well, of course, it generally means the deal should not proceed as this is not a good ‘cultural fit’ which is the number one reason that deals don't close or fail to deliver if they do. We don't have any guidelines for this process as we have found the Buyer and Seller generally make their own plan quite successfully in each situation. The only suggestion we have is that specific activities and conversations are designated for ‘post-sale planning’ and that other aspects of the due diligence process are not covered, especially anything around commercial terms or legal aspects. The reason is that these can tend to be quite stressful and without advisor help, conversations can easily go in the wrong direction and spoil what was otherwise a very productive, inspiring meeting. Legal/Contracts Stream Managing the legal process can be one of the most stressful parts of the business sale process. This is the part where everything that has been agreed has to be put into a contractual framework. This generally comprises about 15 documents, the main one being the Share Purchase Agreement (SPA) (Asset Purchase Agreement if this is a purely asset sale which is not common). If the Seller is leaving shares in the business or if there are multiple shareholders then the Shareholder Agreement (SHA) also becomes a point of major focus. In addition to putting the transaction parameters into legal documents, during the legal process, the Seller will also be asked to give warranties and indemnities. These allow the Buyer recourse if certain things are not disclosed and cause a problem or certain things happen where the genesis was when the Seller owned the company. An example would be a tax warranty where the tax man found an error in a previous year and levied a fine for that prior year after the business sale.
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