Business Transfer Advice — Kelp Path Field

What this delivers

A position on your side of the transaction — what the risks are, and which terms are worth holding on.

A business transfer is not a single event. It is a sequence of decisions — about structure, about what due diligence to carry out, about which contractual terms carry real consequence and which are standard. Those decisions are easier when someone is looking at the transaction from your side only, without trying to find a position that satisfies both parties.

After this engagement, you will have a risk list drawn from your position, a written explanation of the terms most commonly disputed after completion, and a coordinated view of the transaction that connects the legal and accounting sides.

The situation

Most difficulties in a business transfer surface after completion — at the point when they are hardest to address.

The agreement looks straightforward until the details are read carefully.

Transfer agreements tend to be long, and the provisions that matter most are rarely the ones given prominence. Representations and warranties, indemnity clauses, and conditions on completion can carry consequences that only become visible when something goes wrong after the transaction closes.

Employee and contract treatment is often left until late in the process.

How employees are treated through a change of ownership, which contracts transfer automatically and which require consent, and what licences are tied to the existing entity — these questions have significant practical consequences that benefit from being addressed early rather than resolved under time pressure.

The legal and accounting views of the transaction can pull in different directions.

Structure decisions — whether a transaction proceeds as a share sale or an asset purchase — have both legal and tax consequences. When the advisers on each side are not in contact, the structure selected may be efficient in one dimension and problematic in another.

The approach

Advice that follows the transaction from structure selection through to the point of completion.

The engagement begins with structure — whether the transaction is better handled as a share sale or an asset purchase, and what that choice means for each party. That decision shapes the due diligence scope that follows.

Due diligence is approached from the client's position. A buyer's due diligence looks at what the business actually carries — liabilities, pending disputes, contracts that may not survive the transfer, employees whose terms require careful handling. A seller's due diligence looks at what a buyer is likely to find and what can be addressed before it becomes a point of negotiation.

The transfer agreement is reviewed with attention to the terms that are most often contested after completion. We coordinate with the accountant handling valuation so that legal and accounting positions are aligned rather than contradictory.

What to expect

Six to ten weeks of structured advice, paced to the transaction rather than to an arbitrary schedule.

Opening

Structure and scope

We establish the structure that fits the transaction and agree the due diligence scope. You receive a written note of what has been decided and why, so that the reasoning is on record before anything proceeds.

Mid-engagement

Due diligence

Due diligence is carried out from your position in the transaction. Findings are documented as they emerge, so nothing is held until the end. If something significant surfaces, you are informed promptly rather than in a summary delivered at completion.

Agreement phase

Transfer agreement review

The transfer agreement is reviewed with attention to the clauses most commonly disputed after completion. You receive a written note of the terms we would recommend discussing, with an explanation of what each one means in practice.

Completion

Written record delivered

At the close of the engagement, you receive a consolidated written record of the risk list, the due diligence findings, and the agreement review. This is a document you can retain, share with your accountant, or refer to after completion.

The investment

¥45,000 — fixed and confirmed before any work begins.

One fee for the full engagement, regardless of whether the transaction takes six weeks or ten. No hourly additions, no billing for correspondence, no invoice that differs from what was discussed.

What is included

Structure selection advice — share sale or asset purchase — with written reasoning

Due diligence carried out from the buyer's or seller's position, depending on your role

Risk list drawn from your position in the transaction, ordered by practical consequence

Review of the transfer agreement with explanation of terms most often disputed after completion

Advice on employee treatment, contract transfer and licence arrangements through the change

Coordination with the accountant handling valuation so legal and accounting positions align

Consolidated written record of findings for retention after completion

How it works

Advice from your side of the table — not a neutral reading of both positions.

Business transfer advice is most useful when it starts from the client's position and stays there. The risk list we produce reflects what the transaction looks like from where you sit — what you stand to gain, what you could be taking on, and which points in the agreement deserve more attention than they are currently receiving.

The written output is designed to be useful beyond the transaction itself. A buyer can refer to the due diligence findings if questions about the business arise after completion. A seller can retain the record of what was disclosed and what representations were made.

6–10

Weeks depending on transaction scale

Fixed

Fee agreed before the engagement opens

Written

Risk list and findings delivered at close

Before you commit

The initial conversation costs nothing and commits you to nothing.

When you describe your transaction to us — whether you are considering a sale, evaluating an acquisition, or somewhere earlier in the process — we will send back a written note describing what an engagement would cover and confirming the fee. Nothing is assumed to be underway until you confirm in writing.

If the transaction is at a stage where legal advice is premature, we will say so. If the scale or complexity places it outside what a fixed-fee engagement of this kind can address properly, we will say that too.

A note on timing

Business transfer advice is most useful when it begins before the terms of the transaction are substantially agreed. If heads of terms have already been signed and completion is imminent, the scope of what can usefully be done is narrower. We will give you an honest assessment of what is achievable from the point at which you contact us.

Getting started

How to open this matter — three steps that require very little from you at the outset.

Step 1

Describe the transaction briefly

Use the contact form on the home page or write to info@domain.com. Note whether you are on the buyer or seller side, what the business involves in general terms, and where you are in the process. Documents are not needed at this stage — a description of the situation is enough to allow us to respond usefully.

Step 2

Receive a written scope note

We respond within two business days with a note on what the engagement would cover — structure, due diligence scope, agreement review — and confirmation that the fee is ¥45,000. If the transaction raises anything that affects that scope, we will describe it at this point.

Step 3

Confirm and share the relevant documents

If you wish to proceed, you confirm in writing and share the documents relevant to the transaction. The engagement opens from there, with the first written update — on structure and due diligence scope — delivered early in the first week.

Take the next step

If a transaction is in view — whether near or still at an early stage — a short note is enough to find out what advice would look like for your situation.

There is no fee for the initial exchange. You will receive a written scope note and a confirmed price before any work begins. The decision to proceed remains entirely yours.

Write to Kelp Path Field

Other services

Other matters Kelp Path Field handles

Compliance Documentation Review

A structured review of a company's internal documents against the obligations applying to its sector — covering information handling, record retention and supplier due diligence. Four to five weeks. ¥41,000.

Document Certification and Procedures

Handling of notarisation, certified translations, apostille and consular procedures, and powers of attorney for overseas use. One to three weeks. ¥21,000.

A business sale or purchase deserves a clear view of what you are walking into — and what you are leaving behind.