How We Support You Through the Entire Deal
Buying or selling a business isn’t just about agreeing a price — it’s about making sure the structure, timing, and terms are right. At Pearson McKinsey, we combine our accountancy expertise with hands-on deal advisory to streamline the process, maximise your tax position, and protect your interests.
Deal Structuring & Tax Efficiency
- Find alternative deal structures to maximise use of BADR and other tax allowances.
- Advise on share vs. asset sales, earn-outs, and staged payments to optimise your after-tax position.
- Ensure that sale proceeds or acquisition costs are structured in the most efficient way for your goals.
Negotiation Support
- Help you negotiate payment terms, deal value, exit timelines, and warranties that protect you.
- Support you in discussions around earn-outs, clawback provisions, or vendor financing.
- Act as your sounding board throughout negotiations, ensuring no financial detail is overlooked.
Coordination with Legal Teams
- Work seamlessly with your solicitors to draft or review SPAs and Asset Purchase Agreements, ensuring the numbers and tax implications are correctly represented.
- Prepare the necessary financial disclosures that form part of the legal documents.
Funding & Valuation Advisory
- Access to our trusted legal and funding partners to facilitate seamless transactions, if required.
- Advise buyers on funding options, including bank lending, vendor finance, or private investors.
- Provide advice on valuation reports to ensure the purchase or sale price is fair.
- Support sellers in presenting their financials clearly to achieve stronger valuations.
Due Diligence & Financial Analysis
- Conduct buyer-side due diligence, reviewing accounts, debtors, contracts, and key risks.
- For sellers, prepare your business for sale with a “vendor due diligence” pack that answers buyer questions upfront.
- Carry out debtor reconciliation to ensure working capital adjustments are fair.
Stamp Duty & Transaction Taxes
- We help buyers and sellers assess potential Stamp Duty implications, whether for shares or assets, and factor this into the deal structure and payment planning.
- Our guidance ensures you understand how Stamp Duty affects your total transaction cost and helps identify legitimate planning opportunities to reduce tax where possible.
Note: Stamp Duty Land Tax (SDLT) generally applies to property transactions, but there can also be stamp duty on certain share or asset purchases. We advise on the impact in the context of your specific deal.
Net Working Capital for an ongoing concern(firm/company)
- We help calculate the adjusted net working capital to reflect the cash, receivables, payables, and inventory needed for the business to operate day-to-day.
- For buyers, this ensures you don’t overpay by taking on liabilities or leaving behind working capital shortfalls.
- For sellers, we make sure the agreed price fairly reflects the business’s operational liquidity at completion.
- NWC calculations are particularly important in small businesses, where cash flow and debtors can materially affect deal value.
Example: If the agreed sale price is £500,000 but the business only has £30,000 in net working capital (instead of the £50,000 expected), we help adjust the purchase price or negotiate terms to reflect the shortfall.
Exit Planning & Handover
- Advise on handover packages for directors, post-sale.
- Structure transition periods so buyers and sellers have confidence in continuity.
- Ensure your exit proceeds are optimised for both tax and cashflow.