Malcolm Zoppi

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Malcolm Zoppi Malcolm Zoppi is a Corporate and M&A Partner at Kingsley Wood, a boutique London Law Firm. We focus on IP, commercial contracts and M&A transactions.

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One of the things I look for when conducting due diligence is whether the business has properly documented its relations...
15/10/2026

One of the things I look for when conducting due diligence is whether the business has properly documented its relationships with its key customers.

On a recent acquisition of a construction business, I noticed that a number of contracts with the companyā€™s major customers had either expired or never been signed.

That might sound like an administrative issue.

It wasn't.

A significant proportion of the business's revenue came from a small number of key customers.

If those relationships were not properly documented, the buyer could be taking on more risk than they realised.

There was also another issue to consider.

Some customer contracts contain change of control provisions, which can give a customer the right to terminate the contract when the business changes ownership.

So, the work now includes getting signed contracts in place, reviewing the latest terms and obtaining written waivers where customers have relevant termination rights.

It is a good example of why due diligence is about more than checking whether the paperwork exists.

It is about understanding what that paperwork means for the business being acquired, and what needs to happen before the buyer can proceed with confidence.

Sometimes, one of the most important findings in a transaction is not a complicated legal issue.

It is something that should have been dealt with long before the sale was ever contemplated.

There is often more to a business acquisition than meets the eye. Follow me for more examples of my work in M&A.

[Picture: Lia & I in Greece]

Last week, a prospective client asked me whether I could actually understand English well enough to advise on English ma...
08/10/2026

Last week, a prospective client asked me whether I could actually understand English well enough to advise on English matters.

My accent had made her wonder whether I would be able to follow the documents at all.

I'll admit the question made me smile.

I left Switzerland as a teenager to join an English-speaking high school in the Bahamas.

I was fluent in English within six months.

The following year, I skipped a year of school because of my academic results.

I went on to study law in the UK and graduated with a 2:1 LLB.

After that came the LPC, an MSc, an Erasmus exchange and, later, the SQE, which together give me the equivalent of three master's degrees in law and business.

I qualified as an English solicitor at 26, when the average age in the UK is 30.

I then became a partner at a London law firm before I turned 30.

So, my answer to her was simply yes.

What I couldn't promise her was that the accent would ever go.

I've spent most of my life speaking, studying and working in English, and it is still very much there.

Italian accents, it turns out, are remarkably hard to get rid of.

Follow me to learn more about M&A, explained in perfectly good English, just with a bit of an Italian accent.

[Picture: Me in Poligano a Mare, Italy]

We had agreed the documents.The deal was ready to complete.Then, at around 10pm the evening before completion, something...
01/10/2026

We had agreed the documents.

The deal was ready to complete.

Then, at around 10pm the evening before completion, something completely unexpected landed in my clientsā€™ inboxes.

I was acting for the sellers, and the buyer was using finance, which in itself was nothing unusual.

What was unusual was a document sent directly to my clients by the lenderā€™s solicitors for electronic signature.

I had never seen the document before.

It effectively asked my clients to waive their rights to receive the deferred consideration unless the lender was happy for the buyer to make those payments.

That created an immediate problem.

As the sellersā€™ solicitor, I would have expected to see the document and have the opportunity to review and comment on it before it was put in front of my clients.

The terms were too burdensome for my clients to accept.

And unfortunately, the transaction fell through on the day of completion.

That was despite the parties having already agreed the form of all the transaction documents.

It was a good reminder that getting to the day before completion does not mean a deal is necessarily safe.

In M&A, there can be a lot of moving parts right up until the moment the deal completes.

It also reinforced something Iā€™ve learned over the years.

If a document affects your clientā€™s rights or obligations, their solicitor needs to know about it before the client is asked to sign it.

Sometimes it is the document you never knew was coming that creates the biggest problem.

A question for my M&A colleagues, have you ever had a deal fall apart on completion day?

[Picture: Me in Capri, Italy]

One thing a client did particularly well on a recent transaction was wanting to get the Heads of Terms right before we w...
24/09/2026

One thing a client did particularly well on a recent transaction was wanting to get the Heads of Terms right before we went too far.

It was a more complex transaction, so there was a lot to think about from the outset.

The client understood that agreeing the key commercial points early could save a lot of time and uncertainty later.

There is a balancing act with Heads of Terms, though.

You want enough detail to capture the key mechanisms and concepts that the parties are agreeing to.

But there is also a danger of going too far, particularly before the buyer has had the opportunity to carry out proper due diligence.

My general rule of thumb is that the parties should be able to agree the key mechanisms and concepts at Heads of Terms stage.

The detailed wording can then be worked through in the Sale and Purchase Agreement once the relevant due diligence has been completed.

In this case, the client recognised that distinction, which made the early stages of the transaction much more productive.

It was a good reminder that being thorough does not always mean trying to solve every issue at once.

Sometimes it is about knowing what needs to be agreed now, and what is better left until you have more information.

Follow me for more on M&A and the practical realities of buying and selling businesses.

[Picture: Lia & I in Napoli, Italy]

A question I wish more business buyers asked me before starting an acquisition is this:ā€œShould I buy the assets or the s...
17/09/2026

A question I wish more business buyers asked me before starting an acquisition is this:

ā€œShould I buy the assets or the shares?ā€

Buyers often assume that a share purchase is the obvious route.

It isn't always.

A share purchase means buying the company itself, together with everything that sits within it.

An asset purchase is different.

You are buying the specific assets and parts of the business that you want.

That distinction can have a significant impact on the legal risks involved in the transaction.

An asset purchase can often carry less legal risk for the buyer because they are not taking on the company in its entirety.

There is also a common misconception that an asset purchase isn't possible if the target owns significant assets such as its own premises.

That isn't necessarily the case.

I've worked on transactions where the target owned its own property and an asset purchase was still a viable option.

The right structure depends on the particular business, what the buyer wants to acquire and the risks involved.

This is why I think the question of how you buy a business should come much earlier in the conversation than it sometimes does.

Before negotiating the SPA, consider whether an SPA is actually the right route.

Follow me to learn more about M&A.

[Picture: Me in Capri, Italy]

A current deal has presented me with an unusual security question.I act for the buyer, who has been asked to provide sec...
10/09/2026

A current deal has presented me with an unusual security question.

I act for the buyer, who has been asked to provide security over the target company's shares for the deferred consideration.

The proposed arrangement is that if the buyer defaults and does not remedy that default within an agreed period, the shares would return to the seller.

What makes it unusual is what happens to the money already paid and any increase in the value of the company.

Those would remain with the buyer.

It is not a standard security arrangement, but there is a commercial reason why my client is considering it.

The seller quite reasonably wants security for the deferred payments.

A debenture over the target is less suitable because the target is not particularly asset heavy.

There is also an international element, with the buyer being based abroad and enforcement of UK judgments in that jurisdiction being more difficult.

This has made me think about something I enjoy about M&A.

The answer is not always sitting in the standard precedent or the usual transaction structure.

Sometimes you have to understand what each party actually needs and work backwards from there.

I'm interested to hear from the M&A lawyers in my network.

How would you approach the security arrangements in this situation?

[Picture: Lia & I in the Almafi Coast, Italy]

I had an interesting conversation with a tax adviser recently about a question that comes up surprisingly often.Can prop...
03/09/2026

I had an interesting conversation with a tax adviser recently about a question that comes up surprisingly often.

Can property held personally be moved into a limited company as part of succession and inheritance tax planning?

The answer, in certain circumstances, is yes.

But as with most things involving tax and property, the important words are "in certain circumstances".

The right structure depends on the property, how it is held, the circumstances of the owner and the wider tax position.

It isn't something I would ever suggest doing without specialist tax advice first.

What interested me was the wider point.

Business owners often build up valuable property portfolios personally over many years without necessarily considering what happens to those assets when they eventually want to pass them on.

That doesn't mean moving everything into a company is the right answer.

It does mean that succession planning is worth thinking about before it becomes urgent.

A conversation with the right tax adviser can sometimes open up options that you didn't realise were available.

If you're a business owner or landlord thinking about succession planning, contact me to be referred.

[Picture: Lia & I in Capri, Italy]

26/07/2026

Buying a Business? Watch Out for This "Retirement" Trick šŸ¢
https://youtu.be/kIv3W-9S1c8
___________________________________________________
MESSAGE FROM MALCOLM ZOPPI:

If you are looking for legal advice, I'd be happy to discuss whether I can help.
Reach out via the options below.

Email: [email protected]
WhatsApp: +44 7480 765182
Website: https://www.zoppi.co.uk/
Legal service: https://www.zoppi.co.uk/business/legal/corporate-lawyer
___________________________________________________
DISCLAIMER
This video is provided to you by GZ Legal Ltd, trading as Zoppi & Co. We are committed to offering you the best content that we can produce. Although, to satisfy the fast-paced social media demand and short watch-times, the content should not be relied upon to make any decisions, take any actions or omit from acting (not an exhaustive list). This video and any of its content or related documents, including (this is not an exhaustive list) its speech, tags, linked documents, descriptions or titles (the Content) does not provide legal advice and should not be taken as such. The Content does not reflect all aspects of the law, for the purpose of brevity and simplification. The Content has been simplified and generalised by also omitting information, as to avoid lengthy and potentially boring videos. The Content may be out-dated and not suitable or relevant for all circumstances. Seek independent legal advice. Zoppi & Co is a trading name of GZ Legal Ltd, a limited company registered in Scotland with company number SC658895 and registered office address of 272 Bath Street, Glasgow G2 4JR, UK.

25/07/2026

Is Your Lease "Contracted Out"? (Check This Now!)
https://youtu.be/kIv3W-9S1c8
___________________________________________________
MESSAGE FROM MALCOLM ZOPPI:

If you are looking for legal advice, I'd be happy to discuss whether I can help.
Reach out via the options below.

Email: [email protected]
WhatsApp: +44 7480 765182
Website: https://www.zoppi.co.uk/
Legal service:https://www.zoppi.co.uk/business/legal/corporate-lawyer
___________________________________________________
DISCLAIMER
This video is provided to you by GZ Legal Ltd, trading as Zoppi & Co. We are committed to offering you the best content that we can produce. Although, to satisfy the fast-paced social media demand and short watch-times, the content should not be relied upon to make any decisions, take any actions or omit from acting (not an exhaustive list). This video and any of its content or related documents, including (this is not an exhaustive list) its speech, tags, linked documents, descriptions or titles (the Content) does not provide legal advice and should not be taken as such. The Content does not reflect all aspects of the law, for the purpose of brevity and simplification. The Content has been simplified and generalised by also omitting information, as to avoid lengthy and potentially boring videos. The Content may be out-dated and not suitable or relevant for all circumstances. Seek independent legal advice. Zoppi & Co is a trading name of GZ Legal Ltd, a limited company registered in Scotland with company number SC658895 and registered office address of 272 Bath Street, Glasgow G2 4JR, UK.

24/07/2026

The Clause That Gets Your New Business Evicted
https://youtu.be/kIv3W-9S1c8
___________________________________________________
MESSAGE FROM MALCOLM ZOPPI:

If you are looking for legal advice, I'd be happy to discuss whether I can help.
Reach out via the options below.

Email: [email protected]
WhatsApp: +44 7480 765182
Website: https://www.zoppi.co.uk/
Legal service:https://www.zoppi.co.uk/business/legal/corporate-lawyer
___________________________________________________
DISCLAIMER
This video is provided to you by GZ Legal Ltd, trading as Zoppi & Co. We are committed to offering you the best content that we can produce. Although, to satisfy the fast-paced social media demand and short watch-times, the content should not be relied upon to make any decisions, take any actions or omit from acting (not an exhaustive list). This video and any of its content or related documents, including (this is not an exhaustive list) its speech, tags, linked documents, descriptions or titles (the Content) does not provide legal advice and should not be taken as such. The Content does not reflect all aspects of the law, for the purpose of brevity and simplification. The Content has been simplified and generalised by also omitting information, as to avoid lengthy and potentially boring videos. The Content may be out-dated and not suitable or relevant for all circumstances. Seek independent legal advice. Zoppi & Co is a trading name of GZ Legal Ltd, a limited company registered in Scotland with company number SC658895 and registered office address of 272 Bath Street, Glasgow G2 4JR, UK.

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