Review the sale from the seller's position
A headline purchase price does not explain everything a business owner agrees to when selling. Yudey helps review selected sale documents so you can understand payment conditions, statements about the business and obligations continuing after completion. We begin with the proposed structure, the stage of negotiations and what you want to achieve from the sale.
This page describes support for transactions in England and Wales. We confirm the relevant jurisdiction, responsible professional and representation before accepting instructions. A company selling assets and shareholders selling their shares may have different interests and documents. The proposal identifies who the client is and whether independent advice is needed for other owners, directors or individuals giving personal commitments.
Understand when and how the price is paid
The review can examine the selected provisions on completion payments, deferred amounts, adjustments and conditions. We ask which figures are fixed and which depend on later calculations or business performance. A proposed earn-out needs to be understood through its definitions, reporting and operational assumptions, not only its maximum advertised value. Accounting input may be needed to assess the calculation.
Payment security and the buyer's ability to meet future obligations can also require attention. We can identify the documents and questions relevant to the agreed review, but do not describe a contractual promise as a guarantee of collection. Financial due diligence on the buyer, valuation and tax planning are separate workstreams unless expressly included with appropriate professional involvement.
Review warranties and the disclosure process
A sale agreement may ask the seller to make statements about many aspects of the business. We help identify the scope of those promises and the records needed to consider them responsibly. The review can distinguish matters the seller can confirm from questions requiring investigation or input from colleagues and advisers. A broad warranty should not be approved simply because it appears in a standard draft.
Disclosure materials need to be considered alongside the agreement within the selected scope. We identify inconsistencies, unsupported statements and questions about the evidence available. We do not invent disclosures or suggest that a general reference to a large document folder necessarily answers every contractual requirement. The agreed drafting process should reflect the actual information and the terms being negotiated.
Consider personal and continuing commitments
The review can identify obligations that continue after the business changes hands, such as assistance, confidentiality, restrictions or cooperation with claims. We ask whether you intend to remain involved as an employee, consultant or director and whether separate documents address that role. A sale agreement should not be assumed to settle every aspect of your future relationship with the buyer.
Existing guarantees, loans and security arrangements may also need attention. The report can flag the need to obtain evidence about releases or continuing exposure. We do not assume that selling shares or assets automatically removes a person's commitments to a lender or another third party. Those arrangements may require separate consent and documentation before the seller treats the exit as complete.
Prepare for the completion sequence
The agreed review can examine the document schedule, approvals, consents and handover obligations described for completion. We identify actions dependent on other parties and inconsistencies in the proposed sequence. Access to systems, business records and intellectual property may need coordinated handling, while personal information should be considered with the appropriate data protection arrangements. Practical preparation matters alongside the signature documents.
Where the transaction involves a business transfer, employment issues need a suitable assessment. Official guidance explains the potential role of TUPE and related responsibilities. [1] We flag the need for employment input where appropriate rather than assuming that the purchase agreement alone completes the staff process. Property, licences and sector regulation can similarly require their own specialist work.
Agree the report and further negotiations
Your agreed output can include a marked-up document set, a seller issues table and a list of unresolved decisions. The report separates drafting points from matters needing financial, tax or other professional advice. It also identifies which version was reviewed. If the buyer issues a new draft or the commercial structure changes, the effect on scope and timing should be considered before relying on earlier comments.
Fees depend on the transaction structure, document volume, payment complexity and review rounds. The GBP quotation states applicable VAT and whether negotiation or disclosure drafting is included. Begin with a short description of the business, the proposed sale and the documents available, plus any signing or completion date. We will clarify representation and appropriate document handling before receiving the confidential transaction file.
Official information behind this service
Sources checked on 7 September 2026. Use the linked guidance for subsequent changes.