Mark Harden

Mark advises buyers and sellers on company and business sales.

• The sale of a UK-based software company to a competitor. The consideration was part-cash and part-shares in the acquiring vehicle. The payment mechanics included a holdback pending agreement of the completion accounts with stage payments thereafter. Considerable complexity was added due to the transaction being financed out of private equity facilities with the client receiving the benefit of intra-group guarantees and equity commitment letters from the financing parties.
• Acted for a US company purchasing the business and assets of a division of a UK-based software company as a going concern. Advice included structuring the transaction.
• Acted for family shareholders on the sale of their estate agency company which had been the family business for almost a century. The transaction required a good deal of hand-holding to help them navigate the complexities of a company sale.
• Led the team acting on the acquisition of a media group. There were over 30 shareholders and a similar number of loan note holders, with 4 other firms of solicitors acting on the transaction. It was completed within 5 weeks of agreeing the heads of terms.
• Acted for the continuing shareholder on a buy-out of shares held by the other shareholders in a UK-based telecoms company following disagreements about the company’s future. The transaction documentation included limited warranties and full and final settlement terms to avoid any future come-back except in very limited circumstances.
• Led the team which acted on the acquisition of an insurance claims-handling business being sold by administrators. The transaction was completed within 24 hours of being instructed by the board of the acquiring company.

Mark advises on both corporate and contractual joint ventures.

• Drafted a shareholders’ agreement in relation to the hive-down of a business placing telecommunications engineers into the railway industry.
• Drafted a new shareholders’ agreement for the shareholders of a digital marketing company.
• Drafted a shareholders’ agreement for a start-up energy consulting company.
• Led the team setting up a tri-partite joint venture between three large Japanese companies and the contemporaneous acquisition of a chemicals division of a public company. It was a highly complex transaction as the buyer and seller were to share occupation of a nuclear site with all the environmental, regulatory, and safety issues that entailed, as well as obtaining competition clearance in the EU and the US, the novation of material contracts, assignment of extensive intellectual property rights and the transfer of employees and pensions.
• Advised on a corporate joint venture between a development company and a property company in relation to the development of the Westfield shopping centre.
• Advised on a contractual joint venture between nine international airlines.
• Drafted the documentation for a contractual joint venture for the development and delivery of the next generation of railway signalling systems.
• Led the team which acted on a corporate joint venture for the placement of mobile telecommunications antennae on industrial infrastructure.
• Drafted a shareholders’ agreement for a corporate joint venture for the launch of a satellite broadcasting service.

Mark advises on company reorganisations across a range of business sectors including technology, insurance, and financial services.

• Led the corporate team on the group-wide reorganisation of a software supplier with companies registered in 20 countries. The restructuring included moving companies and businesses around the group with corresponding share transfers, new share issues, repayment of loans and creating new loan agreements, transfers of employees and assignment of contracts after obtaining all necessary banking and other consents. Also managed the overseas lawyers and liaised with the group’s accountants.
• Led the team which acted on a group-wide reorganisation of an insurance business implementing the plans drawn up by the company’s accountants.
• Led the team which acted on the UK aspects of the restructuring of an investment bank.

Mark advises on private equity investments and loan note structures for companies and large-scale development projects, either acting for investors or companies seeking investment.

• Drafted the documentation for an investment by a high-net-worth individual investing into a company providing training software. The investment took the form of loan notes and equity.
• Advised a social media company on several rounds of investment including equity and convertible loan notes.
• Acted for the issuer on drafting a convertible loan note for a new high-net-worth investor into a company providing video trailer content for broadcasters.
• Acted for a digital media company providing advice on healthy living and nutrition to receive finance via a convertible loan note from a fund promoted by UK Trade and Investments.
• Advised and drafted the documentation for a series of unsecured convertible loan notes for a media company.
• Acted for the investor providing private equity investment and receiving convertible loan notes for the next stage in the development of a software company.
• Acted for a company providing broadcast content on issuing unsecured loan notes to an incoming investor.
• Acted for the investor providing private equity finance for a recycling facility. The investor also received convertible loan notes secured by a debenture.
• Drafted an investment agreement for the development of a large tourist resort in Greece including a number of hotels, a championship golf course and other sports facilities, a shopping mall, a hospital for medical tourism, and a power station.
• Drafted an investment agreement for the expansion of Batumi port in Georgia and its connection to the national railway system together with the development of a resort complex further up the coast.

Mark advises on project finance across a range of business sectors including shipping, hotels and leisure, and retail.

• Instructed by a high-net-worth individual to prepare finance documentation for the development of a premier coastal resort in Greece. The resort was to include a six-star hotel off the coast, two conventional five-star hotels, a four-star hotel, a range of villas, a hospital for medical tourism, a championship standard golf course with adjacent sports facilities, shopping facilities, a power station and interconnecting roads and services. Worked hand-in-hand with a well-regarded law firm in Greece who carried out all of the due diligence on the land and local contracts.
• Drafted finance documentation for the extension of the port of Batumi in Georgia to create additional shipping berths and to link the port to a mainline railway. The project also included the construction of a small marina, a number of villas, and a shopping mall a little further up the coast on land owned by the semi-autonomous government of Adjara.
• Advised on and amended finance documentation for the construction of a hotel in Sierra Leone and negotiated the hotel management agreement.

Mark advises partnerships on structuring, liability, and funding across a range of business sectors including education, retail, and shipping.

• Drafted several limited liability partnerships for a Netherlands-based shipping business with each ship having a dedicated LLP to ring-fence liabilities.
• Acted on setting up a complex fund structure to invest in developing high-specification university student accommodation, involving limited partnerships, Scottish LLPs, and outsourced fund regulation.
• Set up a closed ended fund in the form of a limited liability partnership to acquire a hotel. The fund was designed to avoid it being classified as a collective investment scheme.
• Drafted a membership agreement for a limited liability partnership to operate a high-street retail business.
• Advised a London law firm on the transition of its partnership into a limited liability partnership.

Mark advises on businesses on the full range of commercial agreements, including outsourcing, purchase, supply, and maintenance agreements.

• Drafted an introduction agreement and a promotion agreement for a digital media company.
• Drafted an outsourcing agreement for an insurance company with tight service-level commitments and consequences for breach. The documentation also included extensive transitional provisions at the beginning and end of the contract term.
• Acted for a leading oil company on its push towards green energy by drafting a supply agreement with a Japanese manufacturer of solar panels.
• Drafted an agreement between a number of airlines for pooling aircraft engines to allow engines to be borrowed by other member airlines in the event of an engine failure when visiting certain overseas airports.
• Drafted and negotiated complex supply agreements for railway signalling systems.
• Drafted a contract for the purchase of a turbine to be installed in a power station.
• Drafted a contract for the purchase of a Boeing 747 for a private client and its subsequent refit, including a full avionics upgrade.
• Drafted a contract for an airline client for the supply of aircrew.
• Negotiated a contract with a Swiss company for the supply of airport baggage-handling services.
• Prepared agreements for the supply, installation, commissioning, and maintenance of complex communication systems.

Marks advises on insurance companies on joint ventures, mergers and acquisitions, and commercial agreements.

• Acted on the purchase of an insurance group which required approval by the FSA and competition clearance in the EU and the USA.
• Acted on a group-wide reorganisation of an insurance business implementing the plans drawn up by the company’s accountants.
• Drafted the documentation for a contractual joint venture between a major utility company and an insurance company offering home and contents insurance to the customers of the utility company.
• Acted on the acquisition of an insurance claims handling business being sold by administrators. The transaction was completed within 24 hours of being instructed by the board of the acquiring company.
• Drafted an outsourcing agreement for an insurance company with tight service-level commitments and consequences for breach. The documentation also included extensive transitional provisions at the beginning and end of the contract term.

Mark advises manufacturing businesses on mergers and acquisitions, joint ventures, corporate and project finance, partnerships, and a range of commercial agreements.

• Worked in-house at Marconi Communication Systems Limited which manufactured, supplied, installed and maintained broadcast, marine, satellite, mobile radio and defence communication systems around the world. Drafted supply contracts and was involved in setting up a joint venture and drafting cross-licence manufacturing arrangements and technology transfer agreements.
• Acted for a company manufacturing airport baggage handling equipment on its purchase of a company in its supply chain.
• Acted on the sale of a company manufacturing electrical switchgear.
• Acted on the sale of a company manufacturing pipeline inspection rigs.
• Acted on the hive off of a division of a public company manufacturing plasterboard.
• Acted for a Belgian company on its purchase of a UK plc manufacturing plastic drainpipes and sewer pipes.
• Acted on the sale of a business manufacturing uPVC windows and doors.
• Acted for an Austrian company on its joint venture to develop and deploy laser technology in railway signalling systems.
• Acted for an Austrian company which won the tender to supply railway signalling systems to upgrade the entire railway network in India.

Mark advises clients in the railways industry on corporate and commercial transactions, including mergers and acquisitions, joint ventures, corporate and project finance, partnerships, and a range of commercial agreements.

• Acted for an Austrian company on its joint venture to develop and deploy laser technology in the next generation of railway signalling systems.
• Drafted an equipment supply and maintenance agreement for the supply of railway signalling systems to upgrade the entire railway network in India.
• Drafted an agreement to lend state of the art signalling and detection systems to the London Underground for evaluation.
• Drafted a shareholders’ agreement for a company supplying telecommunication engineers to the railway industry.

Mark advises on financial services transactions and fund structures, with experience in drafting fund documentation, sometimes involving regulated businesses.

• Acted on the sale of a UK financial services company with completion accounts, an earn-out mechanism and part of the consideration being paid in new shares issued by the acquiring company.
• Drafted the fund documentation for an open-ended investment fund which was listed on the London Stock Exchange.
• Acted on setting up a complex fund structure to invest in developing high-specification university student accommodation. The structure was created around a limited partnership with groups of investors and the management participating through separate Scottish registered limited liability partnerships and fund regulation outsourced under a service agreement.
• Advised on a limited partnership structure to acquire a number of premier shopping centres around the UK.
• Drafted a membership agreement for a limited liability partnership to acquire a hotel with the aim of avoiding it becoming a collective investment scheme.

Mark advises technology & telecoms clients on corporate and commercial transactions, including mergers and acquisitions, joint ventures, corporate and project finance, partnerships, and a range of commercial agreements.

• Acted on the sale of a UK based software company providing health service scheduling software.
• Acted on the sale of a software company providing website design and build services.
• Drafted a replacement shareholders’ agreement for a software company providing digital marketing services.
• Drafted investment agreements on behalf of a funder for investment into a software company providing training administration software.
• Acted for a US purchaser of a UK based software business providing industry specific training and scheduling services.
• Acted on the reorganisation of an international software business with operations in twenty countries.
• Acted on the sale of a company providing radio wave propagation analysis for mobile telecommunications companies.
• Drafted the documentation for a joint venture placing mobile radio antennas on industrial buildings.
• Acted on the proposed merger of two major telecommunications companies.
• Drafted a shareholders’ agreement for a company supplying telecommunication engineers operating in the highly regulated railway industry.