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7: M&A Zing (Ep. 7) – Let's Talk Legals!
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Welcome to another weekly recording of M&A Zing - the podcast for acquisition entrepreneurs, search funds, and holdco builders across the UK & Europe.
In this episode, hosts Alfie Lambert* and Gareth Hawkins do a quickfire rundown of the key legal documents you’re likely to encounter in an SMB acquisition. From Letters of Intent and Heads of Terms to Share Buyback contracts and *Call/Put Options*, they outline what each covers, why it matters, and how to avoid potential pitfalls.
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Timestamps
In this episode, hosts Alfie Lambert* and Gareth Hawkins do a quickfire rundown of the key legal documents you’re likely to encounter in an SMB acquisition. From Letters of Intent and Heads of Terms to Share Buyback contracts and *Call/Put Options*, they outline what each covers, why it matters, and how to avoid potential pitfalls.
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Timestamps
- [00:00:13] Introduction & Welcome
- [00:01:07] This Week’s News
- Business Leader Summit & UK sentiment
- New talent platform for Searchers: SearchFundCareers
- ETA events in Australia (Brisbane & Queenstown)
- [00:06:08] Quickfire Episode: Key Legal Docs
- [00:06:36] (1) Letters of Intent (LOI)
- Binding vs. Non-Binding Terms
- Purchase Price & Structure
- Due Diligence Outline
- Exclusivity Period
- Break Fees & Termination
- [00:09:45] (2) Heads of Terms
- Core Commercial Points for the SPA
- Conditionalities, Warranties & Restrictive Covenants
- Closing Conditions & Dispute Resolution
- [00:12:25] (3) Shareholders Agreement
- Voting Rights & Governance
- Transfer Restrictions & Pre-emption
- Dividend Policy & Exit Strategy
- Deadlock Resolution
- [00:15:48] (4) Share Purchase Agreement (SPA)
- Price Mechanisms & Adjustments
- Warranties, Covenants & Indemnities
- Completion & Post-Completion Obligations
- [00:18:38] (5) Articles of Association
- Share Classes & Rights
- Director Appointments & Removal
- Decision-Making Processes & Amendments
- [00:31:10] (6) Call & Put Options
- Triggering Events & Exercise Periods
- Valuation Formula & Payment Terms
- Transfer Restrictions on the Option
- [00:34:39] (7) Share Buyback Contract
- Regulatory Compliance & Funding
- Pricing, Payment Terms, & Tax Implications
- Impact on Shareholding Structure
- [00:41:40] Acquisition Incubator Update
- [00:43:18] Wrap-Up & Sign-Off – “Keep on Crunching!”
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Episode Highlights
- *Letters of Intent (LOIs)*: The importance of exclusivity, binding vs. non-binding terms, and avoiding “deal fatigue.”
- *Heads of Terms*: Summarizing your core commercial deal points before the SPA drafting.
- *Shareholders Agreement*: Governance, voting thresholds, and how future exit events can be shaped.
- *Share Purchase Agreement (SPA)*: Warranties & indemnities are critical; you need them watertight.
- *Articles of Association*: The “rulebook” for share classes, director powers, and big decisions.
- *Call/Put Options*: Powerful for phased acquisitions or “earn-in” scenarios.
- *Share Buyback*: How a company can buy out certain shareholders, plus the funding & tax ramifications.
Disclaimer: Not legal advice—always consult a qualified solicitor or adviser for your specific transaction.
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About M&A Zing
Co-Hosted by:
- *Alfie Lambert*– Co-founder of BizCrunch, multiple-time startup founder & outreach/data guru
- Gareth Hawkins – Co-founder & CEO of BizCrunch, serial acquirer, M&A investor
We focus on the UK & EU micro- to mid-cap M&A scene—helping you navigate the realities of searching, acquiring, owning, and operating SMBs.
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Join the BizCrunch Community
Want to attend our episodes *live*, ask questions in real time, and connect with other acquirers & investors?
Sign up here: https://www.bizcrunch.co/community
Looking# fast-track your first acquisition? Check out the BizCrunch Acquisition Incubator—a focused, eight-week program designed to guide you step-by-step from deal sourcing to completion: https://www.bizcrunch.co/programmes/a...
*Community Perks*:
- Early access to new episodes
- Private AMAs & M&A resources
- Networking with other buyers & operators
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Thanks for Watching!
If you found this useful, please *like*, *subscribe*, and *turn on notifications*. Got questions or experiences with legal documents? Drop them in the comments—or join our community to chat directly with us.
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