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

The M&A Zing

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.
---
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!”
  

---
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.
---
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.
---
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
  

---
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.