March 28, 2025

S1 Ep7: M&A Zing (Ep. 7) – Let's Talk Legals!

43 minutes

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

[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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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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