Huntley Legal's Blog

This article builds on part 1 where I talked about the advantages and disadvantages of selling your business or part of it as a share purchase, from the point of view of both the seller and the buyer.

This time, you’ll find out the pros and cons of structuring the deal as an asset purchase.

In this pair of articles, you will discover the key things to consider when selling your business or a business unit.

First, you need to decide how to structure the sale:

• Sell company shares
  OR
• Sell company assets

Whether the best choice is an asset sale or a share sale might be different for the buyer and the seller. Ultimately, it depends on which party has the most leverage in negotiating terms.

Do you have an agreement (contract) with your B2B suppliers? You certainly should, whether it’s yours or theirs. And you need to be sure that whatever is written down and signed is a match to whatever has been negotiated earlier in the sale process.

In part 1 of these two articles, I explained the problem, my personal experience of it, and the assumptions around the advice I’m giving here. I included information about:

• Restrictive covenants
• Length of agreement
• Exclusivity
• Headings in the agreement
• Service level agreements
• Entire agreement clause

This article is intended to be read in conjunction with that one, and to be used while reading any B2B services agreement with a supplier, before you sign it.

Most businesses spend quite a lot of time and energy when looking for a new supplier.

They usually compare a range of possible suppliers and then negotiate in quite a lot of detail with their favoured choice. Eventually, they arrive at what they consider to be a satisfactory deal.

However, there can often be a mis-match after that.

Maybe the deal that's done in writing doesn't closely replicate the deal that's been done commercially. Or it turns out to be a deal where the written terms are not very favourable to the customer.

Given how much effort goes into selecting and negotiating with new suppliers, you might think this is surprising.

In this pair of articles, I'm going to explain how some of these things go wrong, and what you ought to be checking when you, having done your negotiations, receive the terms from the supplier.

If your business promotes or sells to consumers, you need to know about changes to the Digital Markets Competition and Consumer Act 2024 which came into effect in April 2025. These changes also affect your business if it handles promotions or sales for a consumer-facing business.

• Some commercial practices are now prohibited in certain – or all – circumstances

• Other practices are only prohibited if they would lead ‘an average consumer’ to make a decision they wouldn't otherwise have made

This article builds on the information I shared in Part 1, here. It’s important, because it may affect your marketing decisions and sales training.

• Does your business promote or sell goods or services to consumers?
• Do you handle promotions or sales for a consumer-facing business?

If yes, you need to know about changes to the Digital Markets Competition and Consumer Act 2024 which came into effect in April 2025.

You need to be aware that certain commercial practices are now labelled unfair and may be prohibited. Please read this article (and the next) to find out more and check that you comply.

In part 1 of these two articles, I wrote about what makes a business a data processor, the responsibilities, and the penalties for non-compliance.

This time, you’ll learn what your contract with your data controller should contain.

Your contract with your data controller

The contents of your contract are dictated by UK GDPR, and include:

There’s so much focus on the obligations of data controllers, that it’s often assumed that data processors don’t have any legal obligations other than their contractual obligations to the data controller.

But that’s not true.

• An individual can make a claim for compensation and damages directly against a data processor.

• The Information Commissioner’s Office (ICO) regulators can also levy fines against data processors.

If your business processes data on behalf of its customer (the data controller), you need to assess whether you’re meeting your obligations under UK GDPR. Often, this means quite detailed mapping of the data you manage and process.

This pair of articles tells you more.

Most business use cloud services, whether SAAS, PAAS or IAAS, however there are a lot of legal considerations to bear in mind.

This follows my recent article, Cloudy thinking (part 1) which covers ways to access the cloud, choosing a provider, and the implications of switching.

This time, among other issues, we look at:

• Where the EU Data Act applies
• Data continuity
• Data ownership
• Escrow arrangements
• Cyber-security

Do you use cloud services? Most businesses do… but dealing with the legal aspect is a big, nebulous area.

There are a range of services delivered over the internet, including:

Software as a Service (SAAS)

This gives users access to particular software, such as CRM, email and accounting systems.

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