Jaan Larner

Jaan advises on a broad range of commercial matters, including franchising, distribution, and supplier arrangements. He drafts and negotiates IT contracts, licensing, consultancy, and service agreements, providing strategic commercial and governance support to businesses.

• Acted as ad hoc general counsel for a data science business advising on developing a consulting structure and ongoing client negotiations.
• Acted as a non-executive director for a cultural cinema charity responsible for negotiations with a global cinema chain.
• Carried out negotiations with a global travel company regarding the termination of a software development agreement.
• Acted on the acquisition of IP and stock for a national building supplier.

Jaan specialises in corporate law, advising on mergers and acquisitions, private equity, and venture capital investments. His expertise includes structuring, due diligence, shareholder agreements, MBOs, joint ventures, and corporate governance.

• Advised on the sale of Cruise CRM software company to a Canadian buyer.
• Acted on the sale of a biomedical research company to a Canadian buyer.
• Advised on a share swap acquisition by a high-profile insurance company.
• Advised on a convertible loan note and advanced subscription agreements for a client in the insurance sector.
• Conducted and documented shareholder negotiations for an architecture company.
• Advised on the reorganisation of a computer hardware group including share transfers and share capital reduction.
• Advice on restructuring for partner exit in an accountancy practice.
• Carried out due diligence and data room management and disclosure for the sale of a software company.

Jaan advises high growth and entrepreneurial businesses on structuring, governance, and investment matters. His experience includes SPAC negotiations, group reorganisations, option agreements, and shareholder buyback arrangements for fast-scaling ventures.

• Drafted cross-option agreements for a media company.
• Advised a shareholder regarding option agreements in a large media company.
• Advised on SPAC negotiations for an aerospace company entering a US-led consortium.
• Advised on the reorganisation of a group of private trading companies.
• Advised the minority shareholders of an aeronautical engineering company on a share buyback scheme.

Jaan advises start-ups and spinouts on funding, structure, and IP strategy. His work spans investment agreements, capital raising, and commercial terms for ventures in technology, media, education, cosmetics, and entertainment.

• Advised university spinouts on start-ups, capital raising and IP exploitation issues.
• Acted on the acquisition of IP and related rights for a cosmetic academy relaunch.
• Advised on the investment agreement for a new media company.
• Advised on the investment agreement for a software start-up.
• Advised on the investment agreement for a gambling start-up.
• Drafted terms and conditions for a media start-up in the education sector.
• Advised on the investment of a one-off media event company comprising global entertainment brands.

Jaan advises on the corporate aspects of property transactions, including SPV transfers, pre-deal structuring, and share purchase arrangements, ensuring efficient execution and effective management of property-related corporate deals.

• Provided cross-border advice on capital raising and set-up issues for property investment and other companies operating in various jurisdictions including US, Bermuda, Baltic States and Eastern Europe.
• Advised on the purchase of an SPV for a care home property.
• Advised on the purchase of an SPV for a development company.
• Advised a high-end estate agency on day-to-day activities.

Jaan advises on the intersection of family and corporate law, including business ownership disputes, asset restructuring, and spousal exits. He manages company wind-ups, share transfers, and bespoke agreements ensuring fair asset protection and resolution.

• Acted in the restructuring and securing of IP and corporate assets in a jointly owned media business.
• Investigated and negotiated settlement of assets comprised in a wife’s family interest company.
• Investigation, structuring and securing of assets comprised in a husband’s private company structure.
• Advised a separating couple on dividing a jointly owned company and property assets.
• Advised a divorcing HNW individual on securing rights over his company and personal assets for expected later exit.

Jaan advises media clients on IP strategy, brand development, and commercial partnerships. His experience includes high-value media sales, digital platforms, and liaising with global outlets such as the BBC, Reuters, and The Daily Telegraph.

• Developed an IP rights exploitation strategy for a combined online radio station, artist agency and online download store for unsigned music.
• Structured a £100m auction process for the sale of a new media company to UK and US bidders.
• Developed and launched a men’s lifestyle brand involving print media, online portal, online advertisers and commercial partnerships.
• Liaison with global print and online media including The Daily Telegraph, BBC, Reuters and the Sydney Morning Herald on a range of legal matters.

Jaan advises technology and telecoms clients on investments, mergers, and strategic transactions. His experience includes software start-ups, aerospace ventures, and cross-border sales, alongside due diligence, data management, and shareholder matters.

• Advised on the investment agreement for a software start-up.
• Advised on SPAC negotiations for an aerospace company entering a US-led consortium.
• Represented and advised the minority shareholders in an aeronautical engineering company on a share buyback.
• Completed the due diligence, data room management and disclosure for the sale of a software company.
• Acted on the sale of Cruise CRM software company to a Canadian buyer.
• Acted on the sale of a biomedical research company to a Canadian buyer.
• Acted as ad hoc general counsel for a data science business.

Recognised by the Legal 500 for Commercial Contracts 2017 – 2020