Jaan is an experienced lawyer who represents high-net-worth individuals, entrepreneurs and businesses on a wide range of corporate and commercial matters.
He has particular expertise when it comes to media and technology companies who are looking to scale quickly, raise finance, and protect IP and frequently acts as in-house adviser to both the boards and founders who may be looking to exit or enter into joint ventures.
In addition to advising on business matters, Jaan also works closely with our family lawyers and private individuals to help identify and disclose assets (and liabilities) within businesses, restructuring companies where owners are separating or divorcing, and drafting provisions for how companies will move forward post-separation.
Jaan is truly a pleasure to work with, his experience and expertise is wide and covers just about all the scenarios one could possibly throw at him. Producing, as he does, 'works of art' with words - he genuinely adds value where others may just go through the motions. I cannot recommend him highly enough. He clearly cares about delivering a result and will likely suggest 'that clause' you didn't even know you must have
John Potter
Customer Happiness System
Expertise
Corporate
- Corporate and group structuring
- Due diligence
- Disclosure and data room management
- Mergers and Acquisitions
- Management buy outs (MBOs) and buy ins (MBIs)
- Joint ventures
- Private equity investment
- Venture capital investment
- Private company investment
- Shareholder agreements and disputes
- Partnership and LLP advice
- Debt finance and security
- Corporate administration
Commercial Contracts
- Franchising
- Distribution
- Terms & conditions
- Exclusivity
- Confidentiality
- Supplier management
- IT contracts
- Intellectual property management, licensing and exploitation
- Consultancy arrangements
- Service level agreements
- Ad hoc general counsel
- Non-executive director
Family & Divorces
- Analysis of e-form disclosures
- Identifying corporate and other assets
- Misrepresentation of assets and liabilities
- Negotiating exits of spouses from joint businesses
- Restructuring and asset transfer
- Winding up of companies
- Share transfers
- Revised/bespoke shareholder agreements
- Loans
- Security of obligations via charges, consultancy arrangements, side letters and other undertakings
Property
- Transfer of SPVs
- Pre-deal administration and preparation
- Conduct of share purchase transactions
Experience
General
- 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.
- 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.
- 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.
High-Growth Companies
- 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.
Start-Ups
- 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.
Property
- 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.
Family
- 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.
Media
- 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.
Technology
- 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.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognition
Recognised by the Legal 500 2020 for Commercial Contracts
Recognised by the Legal 500 2018 for Commercial Contracts
Jaan Larner is recognised by the Legal 500 2017
Career
Jaan qualified as a solicitor in 1997. Prior to joining Keystone Law in 2007, he worked at the following firms:
- Rosenblatt
- Berwin Leighton Paisner