Our corporate M&A work encompasses private company acquisitions and disposals including management buy-outs (MBOs) and buy-ins (MBIs), corporate reorganisations and development including joint ventures, and corporate finance including debt and equity finance.
We have several years of experience in advising on corporate M&A across a broad range of sectors and have advised many businesses from start-ups to SMEs to large corporate entities.
Buying or selling a company or a business
We will guide you through and advise you on all aspects of the buying or selling of a company or a business, including:
- the structure of the deal – shares or assets
- reorganisations or hive downs before buying or selling
- financing and security issues
- pre contract agreements such as heads of terms, lockout and confidentiality agreements
- the information gathering, due diligence and disclosure process
- the sale and purchase agreement and ancillary documentation
- completion requirements
By providing a combination of top quality legal advice and balanced commercial input we ensure the buying or selling process is as smooth as possible letting you focus on the issues that really matter.
We can also help if you are an employee looking to buy the company or business you are working at or if you are an entrepreneur looking to start up an exciting new venture with the backing of a business angel. In fact we could help on almost any transactional deal so don’t hesitate to contact us.
Joint ventures
Joint ventures (JVs) can take many forms and we can help with most types. In our experience most JVs involve a commercial arrangement between two or more economically independent entities with the aim of co-operating in a particular business undertaking. This can range from a simple contractual agreement to work together – to the establishment of a new limited company structure or partnership in which both parties invest and to which they transfer existing business assets.
Matters we can help with include:
- structuring and forming the JV
- preliminary issues such as the relationship between the participants and pre-contractual documents e.g. confidentiality agreements, heads of terms and any initial due diligence
- key JV documents e.g. the shareholders agreement and articles of association
Raising finance
A business may need finance to help it expand or to help out during difficult times and a growing business may need finance to keep it expanding. In all cases, it will be prudent to find out what sources of finance are available and what their legal implications are. Finance falls into two main categories:
- Debt
- Equity
Debt financing is essentially lending (usually by a bank in the form of a loan) and the lending may be secured or unsecured. Equity financing, on the other hand, involves an investor funding a company in exchange for shares in that company. In either case, we can provide advice on the legal documentation and ensure that your rights, whether as a company, lender or an investor, are properly protected.
KEY EXPERIENCE
A selection of our experience includes advising:
- an innovative medtech start-up on raising finance from investors
- the sellers on the sale of their IT training group
- the buyer on the acquisition of a freight forwarding business
- on the merger of two specialist pharmaceutical data services companies
- the sellers on a MBO of a company supplying metal casings to the motor vehicle industry
- the management team on a MBO of a company supplying commercial refrigeration and air coolers
- on JV partnerships for the provision of legal, tax and financial advice services
- on a complex £78M corporate finance deal to fund a corporate group’s pension scheme using a mix of loans, dividends and a contingent asset security over equity investments
- on several multi million pound investment mandates