Steven Mather
You have an offer
Someone has approached you, or a broker has found a buyer, and there is a number on the table you would like to keep hold of.
Who I work with
I help owners like you grow, sell, buy and protect your business.
Most of my work is company sales and purchases between £250,000 and £10m. Honest, decent people who have worked hard and done well, and who have usually never sold a business before.
You are getting ready
You are two to three years out and want help getting ready for sale.
You are buying
A competitor, a client book or a team. The risk needs to sit in the right place, not wherever the first draft left it.
You need expert advice
A contract to write, advice on a legal point, or something else entirely. I can help.
Clients
I help companies like these
Growing, building and protecting their businesses, not only selling them.
The bit you are paying for
Most of the job is two or three words.
OK, it’s a bit more than that, but a buyer’s first draft is written for the buyer. It is not unreasonable, it is just one-sided. As a seller, we need to make sure you have suitable protections.
Definition of “Disclosed” · the buyer’s first draftDisclosed means fairly disclosed in the Disclosure Letter in sufficient detail to enable the Buyer to identify the nature and scope of the matter disclosed or in any document made available to the Buyer in the Data Room.One definition, and it decides how much of what the buyer has already seen they can still sue you over. Their version means the data room counts for nothing unless you spelled it out again in the letter. Mine means everything they were given counts.
Where this bites hardest is the disclosure letter and the warranty schedule, both of which live inside the sale agreement. More on share purchase agreements, asset purchase agreements and due diligence.
Not quite ready to sell?
It’s a good place to be.
Planning two to five years ahead gives you the best chance of fixing the things buyers use to chip away at the price: your statutory books, your key customer contracts, your staff, your accounts. Each is trivial to fix today and expensive to fix once you have accepted an offer.
Take my exit readiness testHow a sale works
What actually happens when you sell
Four key stages. The whole process usually takes between two and three months. We’ll agree a fixed fee before we start, and I’ll stick to it.
1
Heads of terms
The commercial deal in outline. Most people sign these because they seem OK, but by the time they are signed the shape of the deal is largely set.
Get advice early
2
Due diligence
The buyer investigates everything. What you disclose properly here is what you generally cannot be sued over afterwards, so it is protection not just paperwork.
The long middle
3
The sale agreement
A share purchase or asset purchase agreement, running to a hundred pages or so, setting out what you get paid and what you stay liable for.
Where the risk sits
4
Completion
The best part. Contracts signed, money paid over, and you get to start enjoying your exit. What you agreed at stage one is what you live with here.
Signing day
About me
I don’t just sell businesses.
I help small and medium-sized companies grow, build and protect their businesses too: contracts, employee issues, shareholder agreements, trade marks. If you like jargon, I’m not your man. I’m not here to clock-watch or baffle you, and I don’t wear a suit. I’m a Christian, married to Yuki, and we have two kids. I write books in my spare time, play a bit of tennis, and enjoy time with the children.
QualifiedSolicitor, England and Wales
PracticeConsultant solicitor, Nexa Law
AlsoLaw Society Council, author, tall person
Reviews5.0 on Google, 144 reviews
What clients say
This isn’t just me talking
Steven saw my company sale through from start to finish and I felt completely safe and informed throughout. At times of stress Steven has a calming knowledgable manner and helped explain things in a way that was easier to understand. His experience is very obvious and I would not hesitate to recommend.
Excellent service. A complete professional throughout the process our recent acquisition. Thank you Steven. Jamie and the team @ Leicester Bearings.
Steven was excellent in advising and drawing up new commercial terms for our small business. Advice was quick and succinct, new terms were drawn up and sent for review, price for the work was competitive. I wouldn't delay in using Steven again, a pleasure to work with him.
Latest writing
Steven's legal updates
Mostly about where deals go wrong, and how small businesses can learn from other people's mistakes.
A director tried three ways out of his personal guarantee. He lost on all three - Doubtfire v Horrell 2026
A director tried three ways out of a personal guarantee and lost on all three. What the High Court decision means if you have signed one for your company.
Read it
Can I put my solicitor's advice into ChatGPT?
The short answer is that I'd rather you didn't, at least not into a free consumer version, and not without checking with me first. Part of that is a…
Read it
Can I transfer my client list when I sell my business?
Mostly yes, but not in the way people picture it. The client list is usually the thing a buyer is actually paying for, and sellers tend to assume it moves…
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Before you instruct anyone
The things people ask first
If yours is not here, ask me. I would rather answer it now than have it turn into a problem at completion.
How much does it cost to sell my business?
You get a fixed figure with a written scope before I start, rather than an hourly rate and a shrug. What the price depends on is the size and shape of the deal, and the exclusions sit on the same page as the price so there are no surprises. Send me the basics and I can usually give you a number the same day.
How long does selling a business take?
Usually two to three months, across four stages: heads of terms, due diligence, the sale agreement and completion. Deals move at the speed of the slowest party, which is normally due diligence, and occasionally the buyer’s funder.
What size deals do you work on?
Usually between £250,000 and £10m, and almost always owner-managed businesses where the people selling have never sold a business before.
Do I need heads of terms?
Yes, and they are worth more thought than most people give them. Almost every argument later in a deal is an argument about something the heads of terms left vague.
What are warranties and indemnities?
Warranties are statements about the business that you promise are true. If one turns out not to be, the buyer can claim against you. An indemnity is a promise to cover a specific known risk pound for pound. The negotiation over which risks sit where is most of what you are paying me for.
Should I accept an earn-out?
Sometimes. It is how buyers bridge the gap between what they will pay now and what they think the business is worth. The difficulty is that you are then relying on someone else running your old business in a way that pays you, so the drafting matters enormously.
Do I need an accountant as well?
Yes. Tax structuring is their job rather than mine, and getting it wrong is expensive in a way legal drafting rarely is. If you do not have one who does transactions, I can point you at several.
Will I actually be dealing with you?
Yes, start to finish. There is no team and nothing gets handed to a trainee. That is the trade: you get me, and I take on fewer deals at once than a firm would.
More of this, at length, in the writing.