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Listen "S1 Ep7: M&A Zing (Ep. 7) – Let's Talk Legals!"
Episode Synopsis
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!”
---
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.
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.
More episodes of the podcast The M&A Zing
S2 Ep20: M&A Zing (S2EP20) - Buy-Side Breakdown: AI Music Creation Platform at ~3.5x Revenue
04/12/2025
S2 Ep19: M&A Zing (S2EP19) - Margins & Machines: Buy-Side Breakdown of a 30 year Machining Business
20/11/2025
S2 Ep18: M&A Zing (S2EP18) - Beyond “ABC”: The Art and Practice of Good SMB M&A with Andrew Longcore
13/11/2025
S2 Ep17: M&A Zing (S2EP17) - People, Culture, AI: Toby Henry’s ETA Blueprint for Sustainable Change
29/10/2025
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