M&A Zing (Ep. 7) – Let's Talk Legals!

In this episode of M&A Zing, co-hosts Alfie Lambert and Gareth Hawkins do a rapid overview of the major legal documents you’ll encounter when acquiring an SMB. From Letters of Intent and Heads of Terms to Share Purchase Agreements, Articles of Association, and even Call/Put Options, they break down the purpose, key clauses, and potential pitfalls of each. Plus, they share updates on upcoming events, trends in the UK/EU small-cap M&A scene, and how BizCrunch’s Acquisition Incubator can help you close your first deal. Whether you’re a first-time buyer or seasoned acquirer, it’s a must-listen for practical insights on making sure the paperwork doesn’t derail your deal.

• [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!”
  
  

• *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.  
  
  

• *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  
  
  

• Early access to new episodes  
  
  
• Private AMAs & M&A resources  
  
  
• Networking with other buyers & operators