Our focus is you

Our clients range from fast growth entrepreneurial businesses, to long-established, well-known corporate brands.  We take the time to understand your business objectives, so that we can deliver responsive and focused legal solutions.

Our Corporate lawyers run large, international/UK deals, together with smaller deals, which need to be completed quickly and economically. Our deal value “sweet spot”, is £20m to £50m, but each year we complete deals above and below this level.

We often deliver to tight time scales, successfully working with other professional advisors involved in the deal, and reacting when the demand for legal support changes unexpectedly.  We aim to make complex business and legal issues manageable, by providing clear and actionable advice.

We offer a comprehensive Corporate Law service to businesses in all sectors. We work closely with lawyers in our other departments as well as external advisors. Our priority is always to deliver a commercially robust result, on budget and on time.

Your key questions answered

What can I do to prepare for a sale or major transaction?

The best way to maximise the value to your business, and ensure the deal runs smoothly, is to put together a carefully planned strategy.  If we have time to help you prepare in advance, we can guide you through this process, but if you need to seize an opportunity, we will expedite the process for you.

Whether you are selling a business or considering a significant transaction you’ll need to consider the following:

  • Tax and regulatory compliance.
  • Ownership of assets (including intangibles) and liabilities
  • If financial records are up to date and accurate
  • Potential risks, claims or liabilities
  • If you are selling, have you optimized key value drivers, whether this is your people, intellectual property, contracts, or brand; can you demonstrate this value to prospective buyers or investors?
  • If you are buying/investing, do you have a clear diligence process and how can we help you optimize this?
What steps should I take if I receive an unsolicited approach to sell my business?

An unsolicited approach from a third party to buy your business presents a real opportunity, which often draws business owners into a deal process, with limited time to prepare.  Early advice can avoid expensive mistakes, or damaging distraction. It is not unknown for an attractive initial offer to be scaled back during diligence; so it is important to be clear about the buyer/investors assumptions.  An experienced team can save you a lot of time; we have seen most situations before, and understand what it takes to deliver successful deals, with different buyers/investors.

Understanding what a particular buyer or investor may require, and what it may mean for your business is essential.

  • Do you have a strong management team, who have the experience to take the business through the next development stage; or
  • Do you need help building that team, or filling skills gaps?
  • Is it key to retain your distinct business brand and ethos; or
  • Do you feel the business needs to evolve as it grows into a more international market?

Depending on your answer to these questions, one deal will suit more than another.  Whilst an unexpected approach may be a great fit, you could decide to control your own route to market, obtaining greater control over the process, in order to see what the best price and fit may be.

What costs are associated with a corporate deal?

We have experience of a wide range of deals and can share our view of a likely project cost.

We will be open about the cost of a fixed fee, and the ways in which you can share some of the work, if you have time, in order to reduce the cost.

How do we deal with confidentiality during business deals?

It’s crucial to protect commercially sensitive information during a sale or other transaction.

Appropriate use of non-disclosure agreements (NDAs) is an important way to help safeguard your data, but is often sensible to withhold trade secrets, and sensitive information, until later in the deal process. NDA’s can also be extended, to prevent staff poaching, including through social media channels.

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Chambers & Partners UK 2024 Helen Mead
Helen Mead

Recent work

Corporate

Complex sale of part of share capital to foreign company

We successfully engineered the sale of an 80% shareholding in our client company (a leading manufacturer) and the placing of put and call options for the remaining 20% share in the company. The complex deal included the incorporation of a new corporate vehicle to facilitate the sale as well as a post-completion adjustment to the purchase price and production of a bespoke shareholder agreement.

Corporate

Sale of family-owned UK company to international buyer

We dealt with all aspects of the transfer of a successful, 50-year-old family business to an international company. The transaction raised several sensitive and complex issues, including a dispute over the valuation of the business, questions over how to dispose of complex land and property portfolios and the death of the founder of the business. Disagreements between shareholders added to the delicate nature of the deal. We used our resources and experts to manage the various competing interests and support the clients as they navigated the complicated issues at play. Despite several obstacles, we successfully completed the deal within the anticipated timescale.

Corporate

Fast-track sale of AI based marketing company

We arranged the sale of the entire share capital of an AI business we had formed for clients in 2018. The deal was complicated by the imposition of a condition by the buyer that the transaction be completed within two weeks of instruction. Within this tight timescale we successfully negotiated for the sellers and drafted a range of complex, detailed disclosure documents and related material. We were also required to obtain at short notice crucial warranty and indemnity insurance.

Corporate

Lead advisors in listing of renewal energy company

We recently acted for a company engaged in global renewable energy sector acquisitions. The team ensured successful admission to the Standard Segment of the Financial Conduct Authority’s Official List and listing on the London Stock Exchange’s Main Market.

Sale of large-scale commercial cleaning group

We acted for two shareholders of a company they had founded and grown into a multi-million business over three decades. Having built the enterprise from scratch, our client wished to ensure as far as possible that the business would continue to flourish post sale. We were therefore required to display particular sensitivity and care in drafting documentation and advising the clients.

Corporate

Acquisition of international insurance brokerage

We acted for a large insurance intermediary in its acquisition of a European-based marine, property, and corporate brokerage. The transaction was a complex one, involving the sale of the brokerage business itself as well as ancillary insurance services. In addition, we were required to deal with a post-completion adjustment to the purchase price, anticipate potential earn-out payments and facilitate repayment of shareholder loans prior to completion. The team successfully managed the entire transaction, meeting ambitious timescales and liaising with other advisors (internally and externally) both here in the UK and in several European jurisdictions.

Merger agreement

Advising a top UK Accountancy firm on its LLP Agreement following a merger, focusing on striking the correct balance between the interests of the established and incoming partners.

Dispute with former Partner

Acting for a leading accountancy firm in relation to a dispute with a former partner following a successful merger of two practices and a demerger of part of the practice, and the deferred consideration payable.

News and insights

Penalties for breaching environmental legislation

Insights

An overview of the environmental regulator’s approach to the enforcement and prosecution of environmental offences which outlines the potential penalties and other implications for a businesses who breaches environmental legislation

25/02/2015

Enforcing possession orders – how not to do it

Insights

We explain how not to enforce possession orders, as shown in London Borough of Southwark -v- AA [2014] EWHC 500 (QB)

29/09/2015