Corporate
Our Corporate and Commercial team helps clients to set up, grow, buy and sell businesses. We also work with investors to examine potential investments and assist businesses to get investment ready, raise finance, and improve their operations and profitability.
Our team provides expert assistance to businesses, entrepreneurs, and investors of all sizes.
If you are starting a business, we can help at every stage, from deciding what business structure is right for you, to making sure you have the necessary permissions in place to start trading, through to exploring the best way to fund your business so that it can grow and thrive.
Once a business has been established, we can help you get sale or investment ready. This could involve protecting your intellectual property, making sure your client data is appropriately managed or ensuring that your contract has the right terms in it. We can also advise on special operations like joint ventures and merging with (or buying the assets of) another business.
Whether planning to buy or sell a business, we can guide you through the entire process to ensure it is as smooth as possible.
Our team also regularly works with other specialists from across the firm to offer seamless, holistic advice on any matters related to buying, running, expanding, or disposing of a business, including immigration and employment.
We have extensive experience in assisting businesses at all stages of their lifecycle across a wide range of sectors, including retail, media, new media, franchising, healthcare, education, property, leisure, and construction.
Our main aim is always to add value to our clients’ businesses and projects by providing commercially viable solutions at competitive rates. We are your trusted advisor, focused on helping you to achieve your goals.
Sector Expertise & Recent Work
- Acting for a group of property holding and investment companies to set up dealing companies and SPV’s to deal with the acquisition of residential and student housing and drafting a revolving credit facility for offshore investors investing in the dealing companies.
- Reviewing loan agreements, debentures and board resolutions for an investor client providing mezzanine loan facilities to property developers across London and South-East sites.
- Preparing loan agreements, from simple non-interest-bearing facilities to agreements including interest, extensive events of default and representations and warranties.
- Preparation of charges over shares including consideration of overcoming any restrictions to this.
- The creation of a share option plan for employees of a UK limited company, including the preparation of plan rules, option certificates, and guides for both the employer and employees. This work included a consideration of the current shareholding of the company and advice as to its reorganisation to be most suitable for the incentive scheme.
- Acquisition of Pinknoise Systems, a professional audio supplier with an Irish subsidiary, by our client Trew Audio LLC, a leading professional audio services business. This work included employee and stock considerations.
- Acquisition of an independent pharmacy including a price adjustment mechanism to reflect current assets of the business. This work included a full review of the business’s existing contracts and policies, from an existing apprenticeship contract to distributor agreements and data protection policies and consideration of material adverse change (MAC) clauses.
- Share sale of a beauty treatments business, including consideration and advice as to non-compete provisions and handover obligations.
- Acquisition of wedding and events hire and creation company with incorporation of the company with the Gilchrist Collection, a wedding specialist company that operates wedding venues across the UK as well as in the US. This work involved a refinance with cross-company guarantees and an inter-company loan behind the purchase of the entire shareholding of the target company.
- Acquisitions and sales of Special Purpose Vehicles (SPVs) for the movement of real property, both residential and commercial, ranging from housing to warehousing/storage for businesses. This often includes compliance with lenders’ requirements when acting for the purchaser. Recent work in this area ranges from providing simplified agreements for our clients, to an £8 million acquisition satisfied by the issuance of loan notes.
- Preparing loan agreements, from simple non-interest-bearing facilities to agreements including interest, extensive events of default and representations and warranties.
- Preparation of charges over shares including consideration of overcoming any restrictions to this.
- The review and preparation of amendments to a standard facility agreement of a banking client.
- Incorporating a UK limited company with alphabet shares and preparing bespoke articles for the SPV. Also preparing the shareholders’ agreement including terms relating to restrictions on the shareholders and the rights attached to each share class.
- Preparation of a shareholders’ agreement and deed of adherence for a leasehold management company.
- Advising on external investment into an SPV by way of loan notes. Including the preparation of the loan note instrument, bespoke articles of association and shareholders’ agreement for the management of the SPV and profit share.
- Advising on the restructuring of a client’s limited company and preparing documents for a share division and allotment of shares for investment purposes.
- Preparation of JCT Standard Building Contract amendments and the appropriate collateral warranties, and further compliance with lender’s requirements.
- Preparation and amendment of a suite of website terms for a heritage restoration and building condition and defects specialist.
- Preparation of a suite of website terms including general terms and conditions, privacy policy, and referral scheme policy for an online beauty and makeup fast-moving consumer goods business. Advising as to data protection considerations including use of personal data and data retention.
- Preparation and amendment of a suite of website terms for a heritage restoration and building condition and defects specialist.
