Budget 2026: what it means for you and your business —
In short
Acquisition is the fastest route to growth and the fastest route to disaster. We help you evaluate targets, model the combined business, structure the offer and its funding, and negotiate — with rigorous financial due diligence underneath, so you know exactly what you are buying, what it is genuinely worth, and what you would be inheriting.
Strategic fit before financial fit. A cheap business that does not fit is not a bargain.
Quality of earnings — are the profits real, sustainable, and repeatable without the current owner? Adjusted EBITDA presented by a seller usually deserves scepticism.
Customer concentration and contract transferability — do the customers come with the business, or with the owner who is leaving?
The people — who actually makes this business work, and will they still be there in a year?
Hidden liabilities — tax, employment, litigation, dilapidations, unfunded pension obligations.
A genuinely important question, and the interests of buyer and seller are directly opposed.
Share purchase: you buy the company, and with it everything — including its history, its liabilities and its tax exposures, known and unknown. Sellers usually prefer this. It generally gives them capital treatment.
Asset purchase: you buy the specific assets and trade you want, and generally leave the liabilities behind. Buyers usually prefer this. But it can trigger a tax cost for the seller, and employment liabilities may transfer anyway under TUPE.
The choice affects price, tax and risk for both parties, and it is frequently the most valuable point in the negotiation.
Rarely from one source. Typically a combination of cash, bank or asset-based debt, deferred consideration (paying part of the price later), an earn-out (contingent on performance), and sometimes vendor finance — where the seller effectively lends you part of the price.
The structure matters enormously to your risk. Deferred and contingent elements keep the seller invested in the outcome and reduce what you must fund on day one. The key test is whether the combined business can service the debt in a bad year, not a good one.
Warranties — contractual statements by the seller about the business, giving you a claim if they turn out to be untrue. Indemnities — for specific known risks, particularly tax. Retention or escrow — part of the price held back against claims. Restrictive covenants — preventing the seller from immediately competing with you or taking the staff and customers.
Warranties are only as good as the seller’s ability to pay a claim, which is why retention matters.
Diligence that actually finds things — we’ve seen what sellers leave out.
We model the combined business, not just the target — including debt service in a bad year.
Share versus asset purchase structured for your risk, not the seller’s convenience.
We’ll tell you to walk away when the numbers say so. That advice pays for itself.
Independent and chartered — no finder’s fee, no incentive for you to do the deal.
This page provides general information about the 2026/27 UK tax year and is not advice on your particular circumstances. Tax and regulatory rules change frequently. Please contact us before acting, or refraining from acting, on anything set out here. LMJ Group is a firm of Chartered Accountants regulated by the ICAEW. LMJ Group is not a registered auditor and does not provide audit services. Last reviewed: July 2026.
