Corporate

Due to the risks associated with investing in the early stage of a business, we understand the importance of sector knowledge when we advise our clients in this area. We act for investors, groups of investors, angel investment funds, and businesses receiving investment by assisting them with all their needs, from non-disclosure agreements and due diligence to post-completion controls and earn-outs.

• Advising an early-stage company installing and operating zip wire events on its fund-raising and commercial activities.
• Long-term adviser to a business angel syndicate on its various investments in early stage companies.
• Acted for Petspyjamas on its early-stage equity financings.

Our Corporate team act for lenders and borrowers of all sizes, and advise on the terms of security and credit in a range of forms from simple bullet facilities through to complicated revolving asset finance ones. We focus on the areas that matter to our clients and tailor documentation to suit their needs.

• Advised several Isle of Man banks in relation to standard terms and conditions, facility documentation and security documentation.
• Acted for both investor into a trade finance company and a trade finance company in relation to their on-lending to clients.
• Acted for a senior lender on the corporate aspects of its acquisition finance facility to support the MBO of a number of care home businesses.

No business is immune to change, and in many instances the business is able to adapt over time. However, we understand that sometimes change can be difficult and that sometimes a complete reorganisation is in order. We guide our national and international clients through all matters involved in a restructuring process including corporate, banking, and tax matters to ensure that the process runs as smoothly as possible.

• Advised on the global reorganisation of large defence manufacturer including restoration of a subsidiary company to the register, cross-border mergers of subsidiaries, and dissolution of the intermediate holding company.
• Provided Isle of Man restructuring, insolvency and regulatory advice to a Cayman fund, the majority investor in and lead lender to an Isle of Man incorporated and regulated specialist collective investment scheme, and a US-based independent investment manager dedicated to providing capital solutions across special situation opportunities in relation to its role as adviser.
• Advised a UK company on the restructuring of its balance sheet including negotiations with bond holders and trade creditors and the documenting of the revised agreed terms.
• Advised Nadler Hotels Group on various corporate reorganisations, shareholder arrangements and also on various loan facilities and re-financings.
• Acted for The Green People Company Limited in its corporate restructure.

We work closely with clients to ensure that their company formation provides them with limited liability and tax-efficiency. We provide advice on the setup of various corporate identities including trusts, partnerships, and other special purpose vehicles, in the UK and abroad. We are also able to provide our clients with a registered office in central London at the same time monitor their legal obligations and be on hand to assist when needs be.

• Set up Special Purpose Vehicles (SPVs) for over 25 energy companies.
• Advised on the formation of Target MCG Ltd, a media and communications group, and the simultaneous acquisition of three sets of companies (Cooler King Ltd and subsidiaries,OTM (UK) Ltd and White Label Productions Ltd) for a mixture of cash and shares. Drafted and negotiated the huge set of documents required, including all financial assistance paperwork, all banking documents and all shareholder arrangements going forward.
• Advised Portman Healthcare on its formation and acquisition of private dental businesses.
• Advised a UK-based online global marketplace on its formation, structuring and operations during its funding round.

Access to capital is key for companies, and securing that by offering shares to the public can be more efficient than other methods of corporate finance. We advise clients on listings and initial public offerings on all English stock markets with a particular focus on London Alternative Investment Market (“AIM”).

• Represented TCA Global Fund Management Group on numerous equity and debt financings of UK and other European companies.
• Advised BNY Mellon, as trustee and agent, on the unwind of the Lehman arranged $11bn Dante programme, consisting of over 200 separate series of synthetic, credit-linked CDOs in the form of notes linked to credit default swaps.
• Advised Bank of Cyprus UK on its assumption of the £270m of UK deposits of Cyprus Popular Bank.
• Advised Forex Capital Markets Inc. on its $176m acquisition of a 50% controlling interest in Lucid Markets.

The director of a company is bound by statutory obligations and can be penalised for their breach. We guide our clients through these duties to ensure that they fully understand their role as guardians of the company and advise them on complying with these in all situations. Our dedicated and tailored advice ranges from “business as usual” advice through to once-in-a-career transactions, and from normal trading matters through to crisis situations such as insolvencies and internal disputes.

• Providing directors duties training to Boards of directors annually.
• Pursued directors for breaches of their fiduciary duties under the Insolvency legislation and Companies Act 2006.

Our experienced commercial lawyers understand that businesses can often achieve more by working together. However, we also understand that these joint enterprises need very careful planning to ensure that both parties are satisfied with the outcome. We have considerable experience in forming numerous types of JVs including new corporate vehicles, partnerships, and contract-binding ventures. We have considerable expertise in advising on all forms of JVs, from setting them up and running them to selling them or winding them down.

• Advised a consortium of family offices on a debt and equity funded investment into a joint venture with a listed counterparty and then on the subsequent sale of that investment.
• Advised a global airline on several international joint ventures.
• Acted for Kaluza, a cloud-based software platform for energy companies’ retail operations, on the establishment of a JV between Kaluza and Mitsubishi.
• Acting for property client on a joint venture to develop and operate a hotel in Central London.
• Advised a major Hong Kong real estate developer on a number of real estate joint ventures, including the development of land in Canary Wharf.

Whether the buying and selling of a company is an everyday occurrence or a new concept for our client, our leading lawyers understand that there is no room for error and that careful attention needs to be paid from the due diligence stage right the way through to completion and integration. Our dedicated lawyers guide clients through the process, know where to focus according to the individual client’s appetite for risk, and produce robust documents to ensure that the transaction is as seamless as possible.

• Advised the owners of Bright Cloud, a leading provider of contact centre and CX platforms services in the UK, on its sale to Gamma Telecom, a business listed on the UK’s AIM market.
• Acted for a management team on a £10m debt-funded MBO of a UK-based manufacturing company, including advising on management equity participation and ongoing legal issues.
• Advised the shareholders of Pod Point Holding Limited on their £110m disposal of an EV charge point infrastructure company to EDF.
• Advised US music licensing platform Songtradr Inc on several UK acquisitions.
• Advised the sellers on the $530 million sale of interests in a pan-African foods business – to a listed Japanese company.
• Advised a listed UK company on its €365 million acquisition of a Finnish company.
• Acted for leading Australian lottery provider Jumbo Interactive Limited on its acquisition of UK-based lottery operator Gatherwell Ltd.
• Led the transactional team advising the selling shareholders of C4L Group Holdings to the subsidiary of an AIM-quoted company for a total consideration of £20.2 million.
• Advised the shareholders of World Programming Limited on the sale of their share capital to then NASDAQ-listed Altair Engineering Inc. for a combination of cash and shares consideration of up to US$100 million.
• Advised on the merger of BDO LLP with Moore Stephens LLP to create the fifth-largest accountancy and advisory firm in the UK.
• Acted for City and County Healthcare Group on each of its 45+ acquisitions in the homecare and supported living sector.
• Advised LKQ Corporation on the acquisition of Rhiag-Inter Auto Parts Italia S.p.a. (Rhiag) for a purchase price of €1.04bn. Rhiag is a leading pan-European distributor of aftermarket spare parts for passenger cars and commercial vehicles. Also advised LKQ on its acquisition of Euro Car Parts for a total consideration of £280 million.
• Acted for the management of Scandinavian payment infrastructure business Nets Holdings on their equity terms following the $3.1 billion acquisition by a consortium led by Bain Capital and Advent.
• Advised Visa Inc. on its acquisition from approximately 3,000 financial institutions of Visa Europe Limited for €18.25bn.
• Advised Pernod Ricard on its $14.2bn takeover by way of scheme of arrangement of Allied Domecq and related “back to back” agreement for the sale of €4.1bn of assets to Fortune Brands.

We understand the importance of information as a business asset, and protecting it is key. Our lawyers advise clients on how best to manage their business information from safeguarding it to disclosing it when the time comes. We focus on getting to know our clients’ business to enable us to identify key information and the best way to protect it through the likes of non-disclosure or confidentiality agreements.

• Provided preliminary agreements, including confidentiality agreements, NDAs, CDAs, memoranda of understanding, heads of terms, and heads of agreement (MoUs/HoTs).
• Advised an award-winning design agency on its non-disclosure arrangements with a leading leisure company in relation to promoting the sale of the company.
• Advised on Sandbox, Saas, Paas, NDAs, AI agentic contract tools and user terms for an AI company in Dubai, and Wyndham hotels and Red Bull globally.

Our dedicated corporate lawyers understand the importance of a partnership agreement to the future of a business in order to avoid any disputes further down the line. We work closely with clients in drafting all agreements and the setting up of a partnership, whether they are looking for a standard partnership agreement under the Partnership Act 1896 or looking to set up a limited liability partnership (LLP).

• Drafted a limited liability partnership agreement for a venture capital advisor.
• 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.
• Acted on the establishment of a pension fund to acquire and operate major shopping centres. The fund assets were held through special purpose vehicle companies. The fund was structured in the form of a limited partnership with a general partner and the investors as limited partners.
• Structured a partnership to accommodate profit sharing and promote fees for commercial real estate joint ventures.
• Acted for accountancy firm, BDO on its acquisition of Moore Stephens including the preparation and negotiation of a complex merger agreement and dealing with the respective rights and obligations of equity and salaried partners in each firm.

We are aware that when people come together to take part in a business there is always room for disagreement. Rather than leave matters to chance, we advise our clients to ensure that they cover any potential stress points through a shareholder agreement. We advise on all forms of these arising out of all business transactions, from investment to JVs and from start-ups to mergers.

• Assisted numerous early-stage businesses with ownership and governance arrangements involving drafting appropriate articles of association and shareholder agreements.
• Advised on the founder shareholder agreements and related corporate matters for Equitbl, an Isle of Man tech start-up developing Web3, blockchain and NFT technologies to create the next generation brand, fan and consumer experience.
• Acted for a shareholder in relation to a shareholder dispute involving alleged fraud on the part of a co-shareholder/director.
• Advised the majority shareholder of a high-street retailer in relation to shareholder issues on an ongoing basis.
• Multiple start-up projects including advising on shareholders’ agreements and commercial agreements for international clients in the technology sector.
• Numerous early-stage, start-up, joint venture and collaboration projects including advising on shareholders’ agreements, service agreements.

Venture capital is a highly specialised area. From buyouts to fundings, from investments to divestments, and from single transactions to acting for funds on portfolio matters, those involved in venture capital transactions need advice from lawyers well versed in such deals. Working across all sectors, we act for funds, investors, targets, and management on all aspects of venture capital matters including advising on deals and setting up funds.

• Advised a London-based healthcare tech start-up on a Series A fundraising from a European VC and syndicated investors.
• Advised a leading email security business on its Series B fundraising led by Sequoia Capital.
• Advised Guinness Ventures on numerous equity investment transactions.
• Acted for ERA VC on its investment in a mushroom wellness brand, co-founded by Ellie Goulding.
• Acted for True Capital on various technology, wellness and brand investments.
• Advised the sellers of a UK recruitment agency to a US buyer with VC backing including advising on a roll-over of part of their sale proceeds into equity in the buyer.
• Advised The Nue Co on a £18 million Series B investment by Pamoja Capital.
• Acted for Bedford Square Publishers Limited in its Series A Fundraise.
• OXIS Energy Ltd: rights issue and successive financing rounds totalling over £30m with Samsung Ventures, Umicore, Arkema, DBW and Aerotec.