Sale – Nationally Recognised Franchise Business

Wilson Browne’s Corporate and Commercial team recently advised the selling shareholders on the sale of the entire issued share capital of a company operating a nationally recognised franchise business for an undisclosed sum.

As well as the sale of the company itself, the transaction involved the transfer of all franchise-related rights and obligations, requiring careful coordination between the sellers, the buyer and the franchisor to ensure continuity of the business following completion.

Franchise business sales often involve an additional layer of complexity beyond a standard company acquisition. In this case, the requirements of the franchisor needed to be satisfied alongside those of the buyer and the selling shareholders.

The transaction also involved property considerations in relation to the trading premises occupied by the target company, together with the need to align legal, commercial and tax advice to achieve a smooth and successful sale process.

Wilson Browne’s Corporate and Commercial team guided the shareholders through every stage of the transaction, advising on the share sale and the various franchise-related requirements.

The team worked closely with the franchisor, the buyer and the shareholders’ professional advisers to ensure all necessary consents, approvals and transitional arrangements were dealt with efficiently. In addition, Wilson Browne’s Commercial Property team advised on matters relating to the company’s trading premises, helping to provide a fully integrated service.

Close collaboration with the shareholders’ accountants and other advisers also ensured the transaction was completed in the most tax-efficient manner possible.

The sale completed successfully, enabling the shareholders to achieve their objectives while ensuring the smooth transition and ongoing operation of the franchise business under its new ownership.

Duncan Crowther, Partner in Wilson Browne’s Corporate and Commercial team, commented:

All company sales and purchases come with their own particular requirements and nuances, and this transaction was no different. The involvement of a nationally recognised franchise brand added an additional layer of complication to the transaction by necessitating that the requirements of the franchisor were satisfied to ensure the smooth transition and continuance of the franchise concerned following the completion of the acquisition. It was particularly helpful that Wilson Browne has the experience of acting for both franchisees and franchisors of a wide and varied nature. It is this breadth and depth of knowledge and experience which really helps with the efficient completion of transactions such as this and it is a testament to the wide-ranging scope of the commercial legal services offered by Wilson Browne.

• Engage with the franchisor early: Franchise agreements often contain approval and transfer requirements that can impact transaction timescales.
• Review franchise documentation: Ensure franchise agreements, manuals and operational obligations are up to date before a sale process begins.
• Consider property arrangements: Leased or owned trading premises can be a key factor in the structure and timing of a transaction.
• Coordinate your advisory team: Legal, tax and financial advice should be aligned from the outset to avoid delays and maximise value.
• Work with advisers who understand franchising: Franchise transactions require specialist knowledge of both corporate acquisitions and franchise relationships.