Corporate

Corporate transactional work is the largest area of our practice and includes mergers and acquisitions, finance, joint ventures, corporate governance and banking. The majority of our M&A work is in the mid-market, with deal values ranging from £1m to £500m.

Many of these deals involve high growth or pure technology companies, but our knowledge and skills have broader applicability and so we regularly advise clients in other industries, particularly those enabled by or with a heavy reliance on technology.

We guide our clients through every aspect of the deal, from initial negotiations and the creation of heads of terms through to post-completion integration.

 

Mergers & Acquisitions

We work on all types of private company M&A transactions, large and small, ranging from cross-border mergers to owner-managed, company sales. We are tier 1 ranked in mid-market and private equity work by Chambers Guide for our region.

Examples of our M&A work include the merger of Fresh Direct Group and Brakes Group and the sale of Netvibes to Dassault Systemes.  We have particular expertise in transactions involving technology-enabled companies where our specialist technology law expertise enables us to undertake highly complex due diligence assignments.

We guide our clients through every aspect of the deal, from initial negotiations and heads of terms to due diligence, transaction documentation and post-completion integration. We move quickly, usually to demanding timescales and we focus on the commercial issues, not just the legal terms.

Banking

We advise both lenders and borrowers on all forms of banking and finance arrangements, ranging from committed term loan facilities with full group security through to debt refinancing, inter-creditor arrangements and acquisition finance.

Our clients include traditional senior debt providers, corporate borrowers, MBO teams and guarantors.

Our particular expertise in technology law and venture capital means we’re especially adept at helping companies raise growth capital and early-stage investment.

Company Structures

As a niche corporate and technology law firm, we advise on an enormous variety of corporate structures from simple limited liability corporations to CICs, LPs, LLPs and more.

Our work in this field also covers overseas corporations looking to incorporate or establish a place of business in the UK and in this regard we advise on corporate governance issues, the EU cross border directive and liaise with accountants on related transfer pricing and tax issues.

In the high-tech sector, we work with start-up and high-growth ventures and guide them through the phases of development as these companies achieve scale through organic growth, acquisition or both. This work often involves the re-shaping of group structures involving share buy-backs, shareholder distributions, capital reductions, business transfers and demergers, as it does for our larger and more established corporate clients.

Buy-outs

We’ve advised on many leading IBOs, MBOs and MBIs and the team has well over 75 years’ combined expertise in these types of transactions.

Our knowledge of private equity and venture capital in buy-outs has been recognised twice in the last three years with a short-listing at the Private Equity Industry’s main awards ceremony. We are independently rated as a top 20 law firm in the UK for our work in the VC arena by Chambers Guide.

We act for management teams, finance providers, trade and strategic investors, sellers and companies alike and we apply the experience of doing so to form an appreciation of each parties’ perspective on the deal.

All of our team have worked in industry and we take the commerciality gained from this experience and combine it with specialist, sector-knowledge. We use this to take a ‘helicopter’ view of the commercial dynamics of each deal and apply this to an appreciation of the complex nature of the inter-relations between owners (who may be rolling over part of their sale proceeds), incoming management and financiers, whether equity, mezzanine or senior debt providers.

Governance

We advise companies, directors (including non-executive on independence issues) and shareholders on corporate governance law and practice.  

In this a number of our clients are corporations outside of the UK seeking guidance on matters of English company law and regulation ranging from directors’ disclosures to questions of corporate capacity.

Our work covers advice on the key corporate governance principles of transparency, accountability, fairness and responsibility and their enforcement through statute, regulation, best practice codes and the common law. We offer guidance on issues of directors remuneration (and requisite disclosures and approvals), compliance issues under the UK Corporate Governance Code and the formation and operation of board committees.

As you would expect from specialist corporate lawyers, we also provide guidance on a variety of related constitutional and company law issues ranging from shareholder rights, the law of company meetings and resolutions, minority shareholder rights and directors’ powers.

Funds

We have a track record of advising funds, asset managers, private equity houses, venture capitalists and other financial institutions.

We are regularly instructed to assist on the structuring and establishment of investment vehicles and the deployment of the commitments raised by those vehicles.

We also advise on the regulatory environment in which funds and asset managers operate, including with respect to the securities laws applicable to the marketing and offer (both domestic and international) of shares and fund interests.