Services

Our corporate lawyers understand that any corporate transaction, big or small, is business-critical to you, requiring advisers who are committed to working with you to deliver the best deal possible.

 

You need legal advisers who understand and focus on what is important to you and will robustly protect your interests whilst ensuring the deal stays on track.

 

We advise on all aspects of corporate transactions for our clients, including raising money privately and publicly, acquiring and disposing of businesses, and all manner of corporate structures for your business. We are also on hand for day–to-day corporate governance and compliance advice.

 

We believe that there is no such thing as a silly question. We actively encourage all of our clients to pick up the phone to us whenever they feel they need guidance on any aspect of law or regulation that affects their business.

 

We also ensure that we are transparent on fees, take an advisory approach rather than working “on the clock”, and can offer cost-effective retainer arrangements for those clients who have regular need for guidance and advice.


• SELLING A BUSINESS

 

The corporate team has extensive collective experience in advising owners of companies and businesses in selling their business when they come to realize the value they have created. For many this is something that they may do once in a lifetime, so getting it right is crucial.

We work together in a team with you and your other advisers from an early stage in the process to ensure you and your business are best prepared for a successful exit.
 

Once you have an offer you are happy with, as your legal advisers we will help to ensure:

• Your legal due diligence process is well ordered from the outset;

• Negotiations and the deal process run smoothly and efficiently;

• You mitigate risk of any subsequent claims through effective contract negotiation and disclosure; and

• You receive the value you expect and keep it – including helping to negotiate any deferred or conditional future payments.
   

A sale process can be intense and sometimes stressful. We understand this and provide support when you need it most – ensuring you can get on with running your business with as little interruption as possible.


• BUYING A BUSINESS

 

We specialize in helping our clients grow their businesses and work closely with them over the years to help them achieve that goal. Many growth strategies will include some element of merger or acquisition. This could be to allow clients to access new markets, add new product lines, increase their client base or, indeed, to diversify into an entirely new business area.

We focus on ensuring we understand your business and what the commercial drivers are in any transaction to ensure your strategic goals are met. Specifically, we will work alongside you to:
 

• Carry out focused and informative due diligence on targets, flagging up key risks

• Discuss with you and fellow advisers the commercial basis for any deal and input based on our experience

• Help to structure the deal in the most efficient way possible

• Prepare the legal documents to ensure that they reflect the commercial deal you’ve struck, protect your key interests and mitigate risks

   •  Negotiate with the seller’s advisers to ensure a smooth deal process and successful outcome.


• JOINT VENTURES

 

Often our clients look to grow their businesses by collaborating with others. This could be to share the cost and risk of delivering a one-off project or to make a long-term move into a new business area with each party contributing capital and/or different assets, skills and services.

Joint ventures can be structured in many different ways, often driven by tax considerations. These might include:

• Contractual profit sharing arrangements

• Collaboration agreements

• Corporate joint ventures

• Partnerships and LLPs

We will work closely with your tax advisers to establish the most appropriate and efficient joint venture structure for your needs. We will also work alongside our highly-experienced commercial and IP team to ensure any contracts and agreements support your aims.

We understand that while joint ventures are, by their nature, collaborative, your interests need to be protected – particularly if the venture doesn’t work out as you expect. Negotiating requires us to robustly address the key risk areas for you whilst ensuring the relationship between the parties remains positive and optimistic for the future operation of the venture.

​•INVESTMENTS


We specialize in advising corporate clients who are looking to raise capital. We also act for individual and institutional investors.

Capital may be required for many reasons including expansion, re-financing earlier investment and, in some circumstances, to help deal with financial stress in the business. There are a myriad of options available for financing in the modern marketplace, including:
 

• Traditional banks and alternative debt providers

• Institutional, venture capital and private equity investment

• High net worth individuals and EIS investment funds

• Crowdfunding
   

With the increasing number of options available, we understand that the investment process can be confusing. We will help you understand the options available and the legal and compliance issues around each one, and then discuss with you the best options available for your business.

When a funding option is chosen, we will work with you to ensure that the legal documentation reflects the commercial deal.

Many investments we deal with for our clients will involve the issue of new shares. With such equity funding, we will help negotiate for you the legal documentation dealing with the rights of the respective shareholders, including founder shareholders, management shareholders and incoming investor shareholders. This will cover the following areas:
 

• Any preferential dividend or return of capital rights for investors

• Dividend policies

• Ongoing management of the business, board structure and the investors’ access to regular information

• Matters requiring investor consent

• What happens to shares in the event of founder or management shareholders leaving the business

   •  How an exit of the business will be managed and how exit proceeds will be split between shareholders.


• SHAREHOLDERS AGREEMENTS AND CROSS-OPTIONS

 

Any company that has more than one shareholder should regulate the arrangements between the shareholders in order to protect the business. Shareholder agreements and cross-option agreements are vital tools and can:

• Provide a clear blue print to all involved about how the business is to be run

• Clarify the respective economic and voting rights for each shareholder

• Set out what business decisions need unanimous consent

• Establish a dividend policy (what profits should be paid out and what should be reinvested)

• Deal with what happens to shares should a shareholder leave the business for any reason (and protect the confidential information and competitive position of the business in such circumstances)

• Put in place mechanics for dealing with shares if a shareholder passes away or becomes critically ill (often by allowing other shareholders to buy out their shares, usually with an insurance policy in place to provide funding).

We understand that all companies have different dynamics and objectives when it comes to their shareholding structures. We will work closely with you to understand the relationships and roles in your company and to prepare documents that meet your specific needs.