Our Services

Further Information

To learn more about particular areas of our company law and corporate finance practise, simply select a topic:

• Acquiring insolvent businesses
• Banking & fundraising
• Board & management change
• Buy-outs & buy-ins
• Company secretarial issues
• Company structures & ownership
• Company liquidations & dissolutions
• Corporate debt & security
• Corporate M&A
• Corporate reporting
• Corporate restructuring
• Corporate social responsibility
• Corporate strategy
• Financial services & regulation
• IPOs & flotations
• Leveraged buy-outs
• Shareholder rights & meetings

Acquiring insolvent businesses

Although buying an insolvent business at a knock-down price can be a very shrewd and cost-effective way of acquiring assets or building market share, there is usually a much greater risk for the buyer when compared to a purchase from a solvent seller. The insolvency practitioner will only be prepared to sell the assets “as seen”, without the benefit of any warranties as to condition of the assets, recoverability of book debts or even as to the ownership of the assets. You’ll need lawyers who can advise you what to look out for, what due diligence needs to be done, what constitutes market practice and (perhaps more importantly) what does not.

Time is very often of the essence in this type of transaction. Administrators are usually keen to sell on the business as quickly as possible in order to preserve as much value as possible. We can respond quickly and give you the best chance of completing the deal.

We can advise on the following:

• asset purchase agreements where the seller is an insolvent company;
• due diligence – what you need to focus on and what you may have to take a view on
• directors’ personal liability – what happens if any directors of the buyer are also directors of the insolvent company? What happens if the buyer intends to use the name of the insolvent company?
• responding to enquiries from Administrators;
• hive-downs to achieve a sale by share purchase and to utilise trading losses;
• the validity of transactions; and
• retention of title claims.

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Banking & fundraising

Our banking and finance lawyers advise both lenders and borrowers on all forms of banking and finance arrangements and transactions ranging from committed term loan facilities with full group security through to debt refinancing, early–stage capital raising, inter-creditor arrangements and acquisition finance.

We also advise on general banking law including:

• bills of exchange (an order requiring the drawee to pay a stated sum to a specified payee or to his order or to the bearer);
• other negotiable instruments (where a transferee of the instrument may require payment in accordance with its terms irrespective of any defects in the previous holders’ entitlement);
• promissory notes;
• acceptance credits;
• bankers duties;
• anti - money laundering requirements; and
• financial services regulation.

Our clients include traditional senior debt providers, private equity and venture capital houses, guarantors, MBO teams and corporate borrowers.  We have undertaken recent banking work for corporate borrowers in fields as diverse as logistics, procurement, semiconductor manufacture and international leisure.

As a specialist technology and corporate law practice, a large amount of our time is spent with companies raising funds to finance their growth.  We also work with investors in such companies.  We believe that, by acting for both investors and investees, we bring best practice and commerciality to our legal advice.  It helps us to understand what the ‘other side’ will be thinking before they think it.

If a company does not wish to raise finance through an initial public offering or bank lending, they may turn to private equity or venture capital funds for their finance requirements.  We have a wealth of experience in such fund-raisings and can draft documentation for the most complex of situations.  Our expertise spans both national and international transactions as we regularly advise overseas-based companies on fund-raisings in the UK.  We have also forged relationships with an extensive network of European and US firms and, with them, handle the most complex of cross border transactions.Back to top

Board & management change

Choosing the correct management team is imperative to a business’ success. We regularly advise companies and individuals on the corporate law aspects of the following:

• appointment and removal rights in articles of association and investment and shareholders’ agreements;
• appointment and removal of directors, auditors and other company officers;
• establishment of board sub-committees and their terms of reference;
• directors’ duties and conflicts of interests;
• arrangements with non executive directors and their terms of office;
• establishment of share option and other employee incentive schemes and their effect in relation to a departing officer or employee;
• directors’ service agreements;
• consultancy agreements; and
• share transfers invoked by a departing officer or employee.Back to top

Buy-ins & buy-outs

MBOs and MBIs have enjoyed a long and successful tradition in the UK since they first came to prominence in the 1980s.  Lawyers at White & Black have advised on many of the leading MBOs and MBIs during this time such as the buy-outs of Vectair Systems Group (backed by Matrix private equity) Terinex, Autosigns and Turners of Soham.

The White & Black team brings a formidable level of expertise and experience in MBOs and MBIs with over 50 years combined experience in these types of transactions.  We have both the specialist knowledge to negotiate the minutiae of these deals and also, when required, the empathy and understanding to take a “helicopter” view of the commercial dynamics of a deal.  We appreciate the complex nature of the inter-relations between departing owners (who often roll-over part of their sale proceeds) incoming management and financiers including equity, mezzanine and senior debt providers.

We advise on both the corporate and banking elements of deals and can handle the most complex of transactions, including cross border deals.  We have strong relationships with other specialist lawyers across the globe and frequently advise in tandem with these firms.

We act for management teams, finance providers, trade investors, selling shareholders and target companies alike, thereby ensuring that our advice is always informed by an appreciation of the other parties’ perspectives.

White & Black advises on all aspects of MBOs and MBIs, including:

•    heads of terms, confidentiality agreements and exclusivity arrangements;
•    sale and purchase agreements, tax indemnities and ancillary documentation;
•    legal due diligence, warranty and disclosure exercises;
•    corporate governance issues;
•    investment agreements, investor rights agreements and subscription agreements;
•    inter-creditor agreements, ranking and priority deeds, facility agreements, security documents and other banking arrangements; and
•    public-to-private deals.Back to top

Company secretarial issues

We advise on the full range of company secretarial issues from company formation work and the maintenance of statutory registers to corporate governance procedures and the law and practise of company meetings.Back to top

Company structures & ownership

Choosing the correct business structure is an important decision and will have an impact on, amongst other things, tax treatment, personal liability and attractiveness to investors.

We are able to give experts guidance on the full spectrum of business types and can advise start-up ventures on the establishment of new businesses in the UK.  We can also advise established organisations on alternative structures and the creation of new group members. We work closely with our clients to make sure they not only choose, but also make the most of, the correct business structure.

White & Black can help with, amongst other things:

• incorporation of new businesses or group members;
• transfers of assets, liabilities and contracts to a new group member;
• the allotment and issue of new shares;
• share transfers;
• distributions to shareholders;
• share buy-backs and reductions of capital;
• stamp duty clearances for intra-group transfers;
• implementation of new banking facilities and security arrangements for new businesses and group members;
• the formation of LLPs and LPs;
• advice on group reorganisations through Insolvency Act and Companies Act procedures;
• advice to directors of companies on the brink of insolvency; and
• FSA implications of changing business structure.

We also advise on the adoption and interpretation of governing documents to regulate relationships between, amongst other things:

• partners in unincorporated partnerships;
• directors of and shareholders in limited companies (whether through articles of association, appointment letters or terms of reference for board committees or shareholders’ agreements);
• members in limited liability partnerships;
• investors and co-investors; and
• parties involved in joint venture and other collaborative arrangements.Back to top

Company liquidations & dissolutions

At the end of a company’s life, it’s important to ensure that its affairs are properly wound up with the minimum of fuss and cost. Liquidating a company is actually a far more complicated process than forming a company and, from the perspective of the directors and shareholders, it’s vital that the correct procedure is followed.

White & Black can advise you on the correct approach to take when winding up a company’s affairs and distributing its assets. We can advise you on the following:

• Can you take advantage of the “dissolution” procedure under the Companies Act, or will you need to go through a more formal liquidation process?
• What do you need to do in order to ensure that shareholders will not face a claim at a later date for the recovery of the company’s assets?
• Is there any advantage to the company reducing its share capital prior to dissolution?

Guidelines published by the Treasury Solicitor have highlighted the risk of a company’s assets passing to the Crown when the company is dissolved, meaning that shareholders can find themselves being asked to repay money they have received on a dissolution if the correct procedure has not been followed. At White & Black, we are intimately familiar with the legislation here and we can help you to reach a conclusion which protects directors’ and shareholders’ positions and gives certainty to all concerned.Back to top

Corporate debt & security

We act on both UK and cross border institutional financings, re-financings, asset based lending arrangements and leveraged deals ranging from early stage technology financings through to mid-market acquisitions and MBOs. We can assist with all banking arrangements and funding requirements in relation to senior, subordinated and mezzanine debt.  Our lawyers are equally comfortable advising borrowers and lenders and will negotiate a lending arrangement from term sheet stage, through due diligence, to execution of the facilities agreement and security documents.  We also advise on variations to existing debt obligations and their restructuring.

When advising borrowers, we will work with you to ensure you correctly understand the nature and effect of the lending documentation and will explain the available options in terms of interest periods, interest rate fixes, "rollovers" (i.e. rolling over an advance which remains outstanding so that advances can be re-drawn during the term of the credit facility / availability period), parallel interest periods, financial and other covenants, commitment fees, default provisions and so forth.  Whether you have negotiated "committed" or "uncommitted" facilities (a committed facility is one where the lender is under an obligation to advance on demand) or a single or multi-option arrangement we can ensure the terms are properly reflected in the lending documents and are fully understood.

We work closely with borrower clients to ensure they assess banking covenants in the light of clearly stated business objectives in keeping with their business plans.   We will discuss both non-financial and financial covenants with our clients and their accountants to ensure their accounting policies and principles operate effectively in the light of these covenants and to ensure that, at a practical level, the covenants can be monitored to avoid inadvertent breaches.

Our transactional banking practice is broad-based and, amongst other things, we are able to advise on:

• LMA primary loan market documents;
• bilateral and syndicated loans;
• term loan and revolving credit facilities;
• negative pledges;
• asset finance;
• warrants and equity kickers; and
• standby facilities.

We regularly advise lenders and borrowers on the implementation and enforcement of security rights.  Naturally our lending clients require that their security is protected so far as is possible and that their lending is repaid ahead of other creditors, if the borrower defaults or becomes insolvent, to the maximum extent.  We therefore deal with the perfection and priority of security rights and are able to negotiate the most complex of ranking, priority and inter-creditor arrangements, ranging from standstill agreements through to dividend-stops and claw-back provisions.

As specialists in technology law, we also advise on the registration of security granted over intellectual property rights.  In summary we advise on:

• fixed and floating charges;
• pledges over shares;
• legal charges and mortgages over property;
• pledges over receivables;
• registration formalities;
• security over IPR;
• assignments of receivables; and
• personal and corporate guarantees and indemnities.Back to top

Corporate M&A

One of the core areas of our practice is corporate M&A.  We guide our clients through every aspect of a deal from initial negotiations and the creation of heads of terms through to due diligence and post-completion integration.  We add value by focusing on the interaction of commercial and legal terms to ensure that our resources are targeted to those areas which are likely to have the greatest impact on the achievement of our clients' objectives.
Our lawyers understand the need to move quickly on a deal.  We are used to working to demanding timescales and will go the extra mile to ensure a transaction is completed on time.   We have experience of working on all types of deals, large and small, from cross-border mergers to small private company sales.

Obviously this is an enormously complex area, but if you are considering a transaction then a good starting point is to run through this quick checklist and then call one of our team:

1. Identify the deal breakers.  It is always worth identifying the top 5 to 10 issues on a deal at the earliest possible stage.  What really matters to you above all else?  Make sure these are communicated to your advisers in clear language.  Your list may include areas which are of special concern for due diligence such as customer or supplier dependencies, the need to retain key customers etc.   If the matter goes to price, consider appropriate indemnities. By identifying the key issues early in the process, you can avoid unnecessary costs.
2. Pricing.  If you are the buyer, how can you mitigate the risk that you are over-paying?  Consider post completion adjustment mechanisms (net asset valuations, earn-outs, escrows, retentions etc).
3. Ongoing relations.  To what extent will ongoing relations (post-completion) with the other side be required?  What commercial damage might the other party inflict on your business (e.g. setting up in competition, failing to perform under an ongoing consultancy, failing to honour supply agreements etc)?  How can these issues be addressed in the deal structure?
4. Exclusivity and confidentiality. It is often possible to negotiate a period of exclusivity although it is worth bearing in mind that, in practice, these can be hard to enforce. To give these arrangements teeth, consider cost-underwriting provisions.
5. Plan an alternative strategy. It is always wise to have an alternative strategy to making an acquisition or disposal.  If you have no choice but to proceed, this will almost inevitably impact on your freedom to negotiate terms.  By formulating an alternative strategy (which can often be pursued in tandem with the deal) you give yourself room to manoeuvre and, perhaps most importantly, withdraw if the deal terms become unacceptable.Back to top

Corporate reporting

Our lawyers act for a broad spectrum of clients ranging from start-ups to large multinationals on the corporate law aspects of reporting to shareholders, investors and Companies House. We advise on:

• distributing annual accounts and reports to debenture holders and shareholders;
• in the case of a public company, holding annual general meetings and laying accounts before shareholders at such meetings;
• reporting exemptions available to certain small private companies;
• the requirements for quoted companies to publish annual accounts and reports on their websites;
• appointing and removing auditors;
• the contents of annual accounts and reports (and in particular directors’ and Chief Executive’s statements) in the light of the restriction on unlawful “financial promotions” under the Financial Services and Markets Act 2000 and the exemptions available under the Financial Promotions Order;
• the disclosure requirements for certain listed companies under the Listing Rules;
• shortening and extending accounting reference periods;
• who can and cannot have access to a company’s accounting records;
• directors’ duties in relation to the preparation and signing of accounts;
• the liability of directors for defective and inaccurate accounts;
• in the case of certain listed companies, corporate governance statements under the Disclosure and Transparency Rules;
• the  contents of annual accounts and reports in the light of the prohibitions on false and misleading statements in the Companies Act 2006 and the Financial Services and Markets Act 2000;
• the completion and filing at Companies House of annual returns and notifications of changes to a company’s officers and share capital; and
• the contents of business plans, circulars and other communications with investors and potential investors to ensure compliance with the financial promotions regime, the Prospectus Rules and prohibition on false, misleading or deceptive statements under the Financial Services and Markets Act 2000.Back to top

Corporate restructuring

Corporate restructuring can take many forms.  At its most basic, it involves the consolidation of a group or the division of a company into group companies.  These simple restructurings are usually driven by the basic aim of ensuring that the corporate structure reflects underlying commercial activities.  More commonly however, corporate restructuring is associated with some wider purpose such as a return of funds to shareholders, a tax planning scheme or a scheme to reschedule company debt. Whichever you are considering and whether you’re looking to prepare a business for sale, divide up an existing business between different groups of shareholders or just simplify an existing group structure in order to increase business efficiency, White & Black can assist you in achieving your aims.

We have experience of innovative restructuring exercises as well as extensive knowledge of the more well-known processes, and we will work with your existing tax and accounting advisers in order to produce a restructuring plan that is cost-effective, tax-efficient and delivered on time.  In particular, we can advise on the following:

• reorganising as a precursor to a sale or an acquisition;
• “direct dividend” demergers;
• “three-cornered” demergers;
• section 110 liquidation schemes;
• indirect reductions of capital; and
• part 26 Companies Act 2006 schemes.Back to top

Corporate social responsibility

We realise that corporate social responsibility doesn’t just benefit the wider community, but also helps businesses create and maintain relationships with investors, employees, customers and suppliers.

White & Black assists a broad spectrum of clients with all manner of legal issues stemming from CSR, including:

• establishment and implementation of internal CSR policies;
• legal due diligence on, and procurement of, new suppliers and customers;
• advice in relation to CSR-focused terms of trading;
• advice on the corporate law aspects of charitable donations;
• negotiation and adoption of sponsorship agreements;
• assistance with brand protection;
• negotiation and adoption of employee secondment arrangements; and
• advice on, and creation of, alternative business structures to maximise CSR benefits.Back to top

Corporate strategy

White & Black advises domestic and overseas clients on the legal issues involved in the formulation and execution of corporate strategy in the UK, including:

• preparing for and raising bank or private equity finance;
• encouraging outside investment;
• potential acquisitions or disposals;
• legal due diligence on potential acquirers, target businesses or competitors;
• disputes with customers, suppliers or competitors;
• disputes with shareholders, partners or officers;
• group reorganisations;
• economic downturn protection;
• establishment of UK group members; and
• directors’ duties and conflicts of interests.

Understanding our clients’ businesses is of paramount importance to us, and we strive to provide trusted business advice that helps our clients grow and achieve their full potential.  Accordingly, we sit on some of our clients’ boards in an advisory capacity providing advice on all manner of legal issues ranging from commercial agreements and brand protection through to corporate acquisitions and disposals.Back to top

Financial services & regulation

Lawyers at White & Black have extensive experience in guiding clients through capital market transactions and regularly advise on all manner of Financial Services and Markets Act 2000 and other regulatory issues.

In the field of capital markets, we advise both issuers and investors on initial public offerings. Much of this advice has significant implications for financial services regulation, both under the Prospectus Rules but also under the Financial Services and Markets Act 2000 and related statutory instruments; a good example of this being our work on compliance with the Model Code and the Disclosure and Transparency Rules.

Our work on IPOs is limited to advising issuers and their investors.  We do not advise sponsors or underwriters.  In advising issuers, we assist with the application procedure, verification and due and take the lead in drafting the prospectus (whether in a single document or tri-partite form) which contains the information necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the company and the rights attaching to the company’s securities.  We also advise directors on their responsibility statements in relation to the contents of the prospectus.

In the field of financial services regulation, we often advise clients on the issue of financial promotions (whether intended or otherwise) particularly in the context of fund-raising for high-growth companies. Given the potentially serious sanctions involved, we find that our clients understand the importance of complying with the letter of the financial promotion regime.  In this, our clients benefit from our expert and trusted legal advice in the financial services and regulatory environments.

Our clients include technology start-ups, other law firms, accountancy firms, SMEs, large multinationals and officers of FTSE 100 listed companies. In the field of financial services regulation and regulatory work generally, we advise on:

• financial promotions (see below), particularly in the context of fund-raising;
• the requirements of the Prospectus Rules;
• anti-money laundering legislation and appropriate in house systems (including providing training to other professional firms);
• data protection, privacy and freedom of information legislation (including assembling, utilising and disclosing information);
• whether FSA authorisation is necessary and how to obtain it;
• the application of the UK Listing Rules;
• directors’ disclosure requirements associated with granting security over individual shareholdings for personal loans; and
• regulatory issues surrounding business incorporations and restructurings.

We provide specialist advice concerning the issue and communication of financial promotions and more generally on the contents of investment memorandums, executive summaries and other communications to potential investors and shareholders.  “Financial promotion” is the term used by the Financial Services and Markets Act 2000 to describe the communication of an invitation or inducement to engage in certain investment activity. The issue of such promotions is highly regulated and in short only “authorised persons” can, in the course of business, make such communications (unless an exemption applies or the promotion is approved by an authorised person).

In particular we help clients avoid the criminal sanctions imposed by the Financial Services Authority for breaches of the financial promotions regime.  As part of this work, we can advise on the inclusion of suitable disclaimers and notifications, the use of exemptions and safe harbours and on the interaction of the UK regime with overseas regimes, notably those in the US and continental Europe.  We can also advise on:

• the territorial scope of the financial promotions regime;
• the use of approved promotions;
• real time and non-real time communications;
• combining exemptions;
• the FSA’s perimeter guidance;
• sanctions and penalties; and
• communications made over the internet.

We also advise clients on the implications, under the financial promotion regime, of corporate restructurings, such as those surrounding share for share exchanges carried out as part of solvent liquidations.Back to top

IPOs & flotations

Our work on IPOs is limited to advising issuers and their investors.  We do not advise sponsors or underwriters.  Much of this advice has significant implications for financial services regulation, both under the Prospectus Rules but also under the Financial Services and Markets Act 2000 and related statutory instruments.

In advising issuers, we assist with the application procedure, verification and due and take the lead in drafting the prospectus (whether in a single document or tri-partite form) which contains the information necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the company and the rights attaching to the company’s securities.  

We also advise directors on their responsibility statements in relation to the contents of the prospectus.Back to top

Leveraged buy-outs

Leveraged buy-outs involve the purchase of a company (or its trade), usually by a newly formed company which is financed to a large extent by debt finance which is usually secured on the assets of the target company.

These types of transaction call on a range of corporate legal skills, all of which we possess at White & Black.  Our team can advise on the underlying acquisition, the banking aspects of the debt finance and on the law of private equity in relation to any equity finance.  We are able to negotiate complex inter-creditor arrangements, facility agreements, security documents and acquisition documents.  We can advise both private and public limited companies (where, in the case of the latter, the financial assistance restrictions continue to apply) and their funders as well as management teams, buyers and sellers in relation to the underlying buy-out.

At White & Black we can assist with all aspects of leveraged buy-outs including:

•    data-rooms;
•    auctions ;
•    FSA issues;
•    financial assistance regulation (public companies);
•    term sheets;
•    due diligence;
•    equity terms and structure;
•    debt finance terms and inter-creditor arrangements; and
•    security arrangements.Back to top

Shareholder rights & meetings

White & Black advises shareholders, companies and directors on all aspects of shareholders’ rights and meetings, including:

• the adoption and content of articles of association and shareholders’ agreements;
• disputes between shareholders;
• the calling and holding of valid general meetings and the resolutions required to be passed at them;
• the passing of valid written resolutions;
• minority shareholder rights;
• unfair prejudice claims;
• maintenance of statutory registers;
• the corporate law aspects of declaring and paying dividends;
• ultra vires acts and the ratification of directors’ actions;
• the corporate law aspects of share valuations;
• appointment and removal of directors and other company officers; and
• the reduction and return of capital to shareholders.Back to top