Jonathan Jay speaks with M&A lawyer John Andrews about getting deals over the line, controlling legal risk, using heads of terms properly, and structuring acquisitions with fewer surprises.
Listen to the EpisodeEpisode 158 | Runtime: 27:50 | Audio Episode
Hear Jonathan Jay and M&A lawyer John Andrews discuss legal due diligence, heads of terms, personal guarantees, asset purchases, share purchases, warranties, indemnities, deferred consideration, and earn-outs.
Three practical legal lessons for buyers who want to reduce acquisition risk without slowing a deal to a standstill.
Clear heads of terms can settle major points early, including personal guarantees, payment structure, and the commercial expectations that often derail deals later.
Strong legal due diligence checks ownership, accounts, tax, contracts, employees, pay compliance, property terms, and hidden liabilities before completion.
Asset purchases, share purchases, deferred consideration, retentions, and earn-outs each shift risk differently, so the structure must match the buyer's leverage and the seller's motivation.
In this episode, Jonathan Jay interviews M&A lawyer John Andrews about the legal side of buying a business and why some transactions become harder than they need to be. John explains that the lawyer's role should be to make the deal as smooth, clear, and commercially practical as possible, not to turn the agreement into an academic exercise.
The conversation covers the legal risks that appear between heads of terms and completion, including personal guarantees, financial due diligence, tax issues, employment liabilities, property problems, lease terms, warranties, indemnities, and the difference between buying shares and buying assets. John also explains why heads of terms are often underrated and how early clarity can stop avoidable disputes from emerging later in the process.
Jonathan and John then move into deal structures, including cash up front, deferred consideration, retentions, earn-outs, consultancy periods for sellers, and how buyers can protect themselves when the numbers change after due diligence. The result is a direct legal playbook for acquisition entrepreneurs who want speed, protection, and commercial control when buying a business.
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