Entrepreneurship through acquisition (ETA) Solicitors

Entrepreneurship through acquisition (ETA) offers individuals a route into business ownership by acquiring an established company rather than starting a new venture. This is often achieved through a search fund, in which entrepreneurs identify a suitable business, secure investment and take responsibility for its future management and growth.

JMW's corporate solicitors advise entrepreneurs pursuing acquisitions through traditional search funds, self-funded models and wider acquisition strategies. We provide legal advice throughout the process, from negotiating investment arrangements and securing acquisition capital to carrying out due diligence, preparing transaction documents and completing the purchase.

Our corporate lawyers have extensive experience advising on business acquisitions, investment structures and transactions involving multiple investors. We work closely with entrepreneurs, investors and other professional advisers to deliver practical legal solutions that support commercial objectives.

To discuss your plans for entrepreneurship through acquisition, call JMW on 0345 872 6666 or complete our online enquiry form to request a call back.

How JMW can help

JMW's corporate team provides legal advice to search fund entrepreneurs at each stage of the investment and acquisition process. Whether you are establishing a traditional search fund, pursuing a self-funded acquisition or planning to acquire multiple businesses, we advise on the legal arrangements required to protect your interests and progress the transaction.

Our corporate solicitors support entrepreneurs with:

• Investment arrangements: Negotiating and documenting investment terms with search fund investors, including the initial search capital and subsequent acquisition funding arrangements.
• Heads of terms: Drafting and negotiating heads of terms, sometimes referred to as letters of intent (LOIs), to establish the fundamental terms of a proposed acquisition.
• Legal due diligence: Conducting due diligence on the target company, reviewing relevant documentation and raising further enquiries where appropriate.
• Acquisition agreements: Drafting and negotiating share purchase agreements to document the purchase price, contractual protections and other terms of the acquisition.
• Seller disclosures: Reviewing and negotiating disclosure letters provided by sellers in connection with the warranties contained in the share purchase agreement.
• Acquisition financing: Working alongside our banking team to negotiate and document debt financing arrangements, including agreements with lenders.
• Transaction completion: Preparing ancillary documentation, coordinating the necessary approvals and arranging completion of the acquisition and release of funds.

We also advise on shareholders' agreements and other arrangements governing the relationship between entrepreneurs and investors, including ownership rights, decision-making and future investment.

As a full-service law firm, JMW draws on expertise across corporate law, banking and finance, employment law, commercial property and other relevant disciplines. This enables us to address the wider legal considerations involved in buying a business and establishing a new ownership structure.

Our approach combines legal expertise with commercial awareness. We work alongside your accountants, financial advisers and investors to keep the transaction progressing, and make sure that the documentation reflects your objectives and the agreed investment structure.

Meet our team

JMW's corporate team advises entrepreneurs, businesses and investors on acquisitions, investment agreements and corporate transactions. Our solicitors combine transactional expertise with a practical understanding of the commercial considerations involved in acquiring and operating a business.

Legal advice for search fund entrepreneurs and investors

JMW's corporate solicitors advise entrepreneurs and investors on the legal arrangements involved in entrepreneurship through acquisition (ETA). We support clients pursuing traditional search funds, self-funded acquisitions and buy-and-build strategies, providing advice tailored to their investment structures and commercial objectives.

Our experience in mergers and acquisitions, corporate finance and investment transactions allows us to advise on the relationship between entrepreneurs and investors, the acquisition of target companies and the ownership arrangements that follow completion.

We also advise investors providing capital to search fund entrepreneurs, including on the negotiation of investment terms, equity participation, governance rights and exit arrangements. Our advice is focused on protecting investors’ commercial interests whilst establishing an appropriate framework for the acquisition and future growth of the business.

Traditional search funds

Under the traditional search fund model, entrepreneurs raise initial search capital from investors to finance the search for a suitable business. Once a target company has been identified, they seek further acquisition capital to complete the purchase.

We advise on establishing the investment vehicle and negotiating agreements governing search capital, investor rights and equity ownership. Our corporate solicitors also support entrepreneurs through the subsequent acquisition, including legal due diligence and transaction documentation.

Self-funded search

A self-funded search allows an entrepreneur to finance the initial search independently, before securing external investment or debt funding to acquire the chosen business.

This approach gives entrepreneurs greater flexibility when negotiating the acquisition structure and the proportion of equity they retain in the target company.

JMW advises self-funded entrepreneurs on structuring the acquisition, negotiating investment terms and documenting the rights of incoming investors. Where the purchase involves debt finance, our corporate and banking teams coordinate the associated legal arrangements.

Roll-up and buy-and-build acquisitions

A roll-up or buy-and-build strategy involves acquiring an initial business and subsequently purchasing additional companies to support growth. These additional transactions, often referred to as bolt-on acquisitions, may involve businesses operating in the same sector or providing complementary services.

We advise on structuring the initial platform acquisition and subsequent transactions, including shareholder arrangements, further investment and corporate reorganisations.

How we support entrepreneurship through acquisition transactions

Our corporate solicitors provide legal advice throughout the ETA process, from negotiating initial investment arrangements to completing the purchase of an established company.

Establishing the investment and ownership structure

The investment arrangements established at the beginning of a search fund determine how entrepreneurs and investors participate in the acquisition and future ownership of the business.

We advise on establishing investment vehicles and negotiating agreements between entrepreneurs and search fund investors. This includes arrangements governing initial search capital, future funding commitments and the terms on which investors participate in the eventual acquisition.

Our corporate solicitors also draft and negotiate shareholders' agreements covering equity ownership, voting rights, management responsibilities, future investment and exit provisions.

Negotiating heads of terms

We draft and negotiate heads of terms, sometimes referred to as LOIs, covering the purchase price, payment arrangements, transaction structure, exclusivity and proposed completion timetable.

Although many provisions in heads of terms are not legally binding, certain obligations, including confidentiality and exclusivity arrangements, may be enforceable.

Our solicitors advise on these provisions and help establish the commercial framework for the acquisition before the parties proceed with detailed legal due diligence and transaction documentation.

Conducting legal due diligence

Legal due diligence allows entrepreneurs and investors to assess the target company's legal position before committing to the acquisition.

Our corporate solicitors investigate the business to identify liabilities, contractual restrictions and other matters that could affect the purchase price, transaction structure or future operation of the company.

Depending on the nature of the business, our due diligence will cover:

• Corporate structure and ownership: Reviewing the company's share capital, constitutional documents, ownership records and relevant corporate approvals.
• Commercial agreements: Examining material customer and supplier contracts, including termination rights, change-of-control provisions and other contractual obligations.
• Employment arrangements: Reviewing employment contracts, management agreements, employee liabilities and arrangements affecting the existing management team.
• Commercial property: Investigating property ownership, lease obligations and other interests in premises used by the business.
• Borrowing and security: Reviewing existing financing arrangements, outstanding debt and security granted over company assets.
• Intellectual property and regulatory matters: Assessing relevant intellectual property rights, licences, regulatory permissions and compliance obligations.
• Legal disputes: Identifying existing or threatened proceedings and their potential implications for the acquisition.

We advise on the findings of our investigations and negotiate appropriate contractual protections where issues are identified. These may include warranties, indemnities, changes to the purchase price or specific arrangements that must be implemented before completion.

Drafting and negotiating acquisition agreements

Our corporate solicitors draft and negotiate share purchase agreements covering the purchase price, payment structure, warranties, indemnities and completion obligations. We ensure the documentation reflects the agreed commercial terms and addresses matters identified during legal due diligence.

JMW advises entrepreneurs and investors on the allocation of contractual risk and the protections available where the transaction involves deferred consideration, post-completion adjustments or other payment arrangements.

Our solicitors will also review and negotiate the seller's disclosure letter. This document identifies matters disclosed against the warranties in the acquisition agreement and forms an important part of the contractual protections agreed between the parties.

Where the proposed acquisition involves purchasing business assets rather than shares, we advise on the appropriate transaction structure and prepare the relevant acquisition documentation.

Securing acquisition finance

Search fund acquisitions frequently involve a combination of investor equity and debt financing. The legal arrangements must reflect the agreed funding structure, the rights of the investors and the obligations owed to lenders.

Our corporate solicitors advise on equity investment agreements and work alongside our banking and finance team where debt funding forms part of the transaction.

We advise on the legal documentation governing acquisition finance, including loan agreements, security arrangements and the conditions that must be satisfied before funding is released.

Completing the acquisition and implementing the ownership arrangements

Our corporate solicitors coordinate the legal completion process, including preparing the required documentation, obtaining corporate approvals and arranging the release of funds and transfer of ownership.

We also advise on implementing the agreed shareholder and governance arrangements, including the appointment of directors and the documentation required for the incoming management team.

Where the entrepreneur assumes responsibility for operating the acquired company, our experience advising on management buy-ins and buy-outs supports the transition to the new ownership and management structure.

Our support extends beyond completion. We advise entrepreneurs and investors on the ongoing development of acquired businesses, including management incentive arrangements, corporate reorganisations, further acquisitions and eventual disposals. Working alongside our wider specialist teams, we provide legal support as businesses grow, pursue new investment opportunities and prepare for exit.

Why choose JMW for entrepreneurship through acquisition?

JMW's corporate team combines extensive transactional experience with a practical understanding of business ownership and investment. Clients get direct access to experienced senior advisers throughout the transaction.

Members of our corporate team have practical experience building and selling businesses, and this brings a commercial perspective to the advice we provide to entrepreneurs and investors.

JMW's corporate team received the Medium Law Firm of the Year award at the NW Insider Dealmakers Awards in both 2024 and 2025, underlining our strong track record in corporate transactions.