Solicitors Role vs Broker or Accountant When Buying a Business

Solicitor vs Broker or Accountant When Buying a Business

When buying a business, you will often deal with several professional advisers – typically a business broker, an accountant, and a solicitor.

Each plays a different role. Understanding these roles is essential to ensure you receive the right advice at the right time – and avoid gaps that can expose you to risk.

At Jonathan Lea Network, we work alongside brokers and accountants, but our role is distinct: we focus on the legal structure, risk management and protection of your position as a buyer.

At a Glance: Who Does What?

The Role of a Business Broker

A broker typically:

• Markets the business for sale
• Introduces potential buyers
• Facilitates initial discussions
• Helps agree headline terms

However, it is important to understand:

• Brokers usually act for the seller, not the buyer
• Their objective is to complete a sale
• They do not provide legal advice or independent risk protection, even if they assist with general deal guidance

Brokers are valuable in sourcing opportunities but they are not a substitute for legal or financial advice.

The Role of an Accountant

An accountant supports the financial side of the transaction, including:

• Reviewing financial statements
• Assessing profitability and cash flow
• Advising on valuation
• Structuring the deal for tax efficiency
• Identifying financial risks

Their input is critical, but typically focused on numbers rather than legal liability.

Our Role as Corporate Solicitors

Our role is to ensure that:

• You understand what you are actually buying
• Risks are properly identified and addressed
• The transaction is structured appropriately
• Legal documents fully protect your position
• The deal completes smoothly

We translate the commercial terms into legally enforceable documents and ensure appropriate risk allocation between parties

Where Our Role Becomes Critical

1. Structuring the Deal

We advise whether the transaction should be:

• A share purchase (buying the company), or
• An asset purchase (buying selected parts of the business)

This decision has significant implications for:

• Risk exposure
• Tax treatment
• Complexity

2. Reviewing and Drafting Heads of Terms

We ensure:

• Key commercial points are clearly defined
• Risk areas are identified early
• Ambiguity is avoided

Poorly drafted Heads of Terms are a common cause of disputes later.

3. Legal Due Diligence

We investigate legal risks, including:

• Contracts and obligations
• Employment liabilities
• Disputes and claims
• Regulatory compliance
• Ownership of assets and IP

This goes beyond financial review, it focuses on legal exposure.

4. Negotiating Legal Protections

We negotiate:

• Warranties
• Indemnities
• Limitations of liability
• Price adjustments

This is where risk is allocated between buyer and seller.

5. Drafting the Legal Documents

We prepare and negotiate:

• Share Purchase Agreements (SPA)
• Asset Purchase Agreements (APA)
• Disclosure Letters
• Supporting documents

These documents define your rights and protections after completion.

6. Managing the Transaction to Completion

We coordinate any exchange and completion steps, ensuring all conditions are satisfied before completion:

• Signing and completion process
• Conditions precedent
• Payment mechanics
• Post-completion filings

Why You Should Not Rely on a Broker or Accountant Alone

A common misconception is that a broker or accountant can “cover everything”.

In reality:

• A broker does not act for you or protect your legal position
• An accountant does not draft or negotiate legal documents
• Neither is responsible for ensuring enforceable protections

Without legal advice, buyers risk:

• Taking on unknown liabilities
• Agreeing unclear or unenforceable terms
• Overpaying without protection
• Facing disputes after completion

How We Work With Your Other Advisers

We work collaboratively with:

• Brokers
• Accountants
• Financial advisers

Our role is not to replace them – but to ensure all advice comes together into a coherent and protected transaction.

Practical Example

A buyer agrees a price based on strong financial performance identified by their accountant.

During legal due diligence, we identify:

• A key customer contract that can be terminated on change of control
• An unresolved dispute with a supplier

We renegotiate:

• The purchase price
• Warranty protections
• Specific indemnities

Without legal input, these risks may not have been identified – or properly addressed.

Buyer Checklist: Are You Properly Advised?

• Do you have independent legal advice acting solely for you?
• Has anyone reviewed the legal risks – not just the financials?
• Are the Heads of Terms clear and complete?
• Do you understand what happens if something goes wrong after completion?
• Are protections being negotiated on your behalf?

Next Step

Understanding the roles of your advisers is key to a successful acquisition.

For a full overview of the legal process and how we support buyers, visit:
Buying a Business – Legal Advice for UK Buyers

If you are buying or selling a company and require expert support with a Share Purchase Agreement, Jonathan Lea Network can assist. Call us on 01444 708640 or email  wewillhelp@jonathanlea.net to arrange an initial consultation and discuss how we can structure and protect your transaction through precise SPA drafting and negotiation.

FAQ: Solicitor vs Broker vs Accountant

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