Sale of an IFA

The client

RSW Law represented a group of shareholders in a target company in connection with the acquisition of their company, a firm of chartered financial planners and discretionary investment managers, by a fast-growing wealth management business.

The issues

The acquiring company was formed in 2021 with an ambitious plan to create a fully integrated service to make wealth management more efficient and more effective. That plan included an initial target of creating a business with assets under management of over £30bn, increasing to £100bn over a three to five year period. This was to be achieved in part by way of pursuing various mergers and acquisitions.

As part of this strategy, the acquiring company approached the shareholders of the target firm with a view to acquiring the business as a key component of its expanding platform. Following initial discussions, RSW Law was instructed to act on behalf of a number of the target company’s shareholders to protect their interests and ensure a smooth and favourable outcome.

The approach

RSW Law provided comprehensive legal advice and support to the shareholders throughout the entire transaction, from initial negotiations to the completion of the deal. Our team’s expertise in mergers and acquisitions coupled with an understanding of the financial services industry, allowed us to guide our clients through the complex legal and regulatory landscape involved in such transactions.

We undertook a detailed review of the terms proposed by the acquirer, ensuring the deal structure aligned with the shareholders’ financial and strategic interests. Our role also included:

• Reviewing and negotiating the share purchase agreement.
• Advising on warranties, indemnities, and liability limitations.
• Ensuring appropriate protections were in place for post-completion matters, including transitional arrangements and any earn-out provisions.

Our objective was to protect the value our clients had built within the business while facilitating a smooth transaction that would allow the combined entity to pursue its ambitious growth objectives.

The outcome

The acquisition was successfully completed and marked a significant milestone for both the shareholders and the future development of the acquiring group. RSW Law’s involvement ensured that the shareholder’s interests were fully protected, with clear terms that safeguarded their position while also allowing the acquiring business to pursue its strategic goals.

The acquisition is expected to create significant synergies for both businesses, enhancing service capabilities and positioning the combined business for accelerated growth. The shareholders represented by RSW Law expressed confidence that the deal will contribute positively to the future success of the enlarged group, while also delivering value to all parties involved.

If you would like to discuss any of the issues raised in this case study or the sale of an IFA, please get in touch.