Corporate

We provide commercial, pragmatic and tailored advice through each step of the M&A process to both buyers and sellers of owner-managed businesses, larger companies and PLCs. We are experienced in advising on private acquisitions and sales, public M&A, takeovers and reverse takeovers, as well as tax planning, corporate governance and regulatory issues.

These types of transaction are likely to be intensive for all parties and complex, both from a legal and commercial perspective. They will also involve some degree of business or strategic risk. Our experience means we are well-equipped to help our clients navigate through the process and manage these risks, enabling them to focus on their wider strategic objectives.

The Seed Enterprise Investment Scheme (SEIS) and the Enterprise Investment Scheme (EIS) are tax-efficient government-sanctioned schemes which allow certain qualifying businesses to raise funds from individual investors who pay tax in the UK.

We advise clients looking to raise financing using the EIS or the SEIS, guiding them through the legal process and supporting them in preparing all documentation required to implement EIS or SEIS investment. Our reputation and depth of knowledge in the creative industries combined with our practice area expertise makes us the ‘go to’ law firm for companies in those sectors seeking to raise EIS or SEIS finance.

Our clients range from companies seeking to raise funds from a small group of identified investors to those raising funds by means of a general offering of shares to the public. Our specialist areas of advice include:

• Regulatory: the legal and regulatory aspects of selling an investment in the context of EIS/SEIS
• Tax: the rules applying to EIS and SEIS qualifying companies and assistance with the preparation of submissions to HMRC for provisional EIS/SEIS pre-approval
• Corporate: preparation of the company’s constitutional documents together with the documentation required to sell and implement the investment

We advise founders and investors on how to create an effective, workable and tax-efficient framework, whether structured as a simple contractual joint venture or through companies, LLPs or other corporate vehicles. Whether looking to enter a new market, reduce development costs or increase production, clients rely on us to help determine the best joint venture structure for their needs.

Our advice comprises of initial structuring and tax advice, drafting and negotatiaing joint venture and shareholders’ agreements, constitutional documents including the articles of association, partnership agreements, succession planning and dispute resolution.

Our corporate finance practice has developed through building relationships with our clients and serving their needs as businesses grow. More often than not we act for clients from the early stages and guide them through the cycles of growth. We advise clients on preparing their business for an IPO, guiding them through the flotation process and helping them raise further funds through share placings and other types of securities offerings.

We advise clients on subsequent transactions such as mergers and acquisitions, public takeovers and reverse takeovers, which may require further public disclosures by the company. We also assist clients with public company compliance such as guidance on AIM Rules and corporate governance advice.

We understand our clients’ businesses and regularly work with accountants and other corporate finance advisers to companies on the UK public markets.

Effective employee share incentives can play a key role for companies in recruitment, retention and motivation, as well as clearly aligning the interests of shareholders and employees which can in turn improve business performance. We provide strategic and practical guidance to companies on implementing employee incentives as well as to employees and executives receiving an incentive award. Our advice covers:

• Tax efficient structuring for both employers and employees
• Identifying key performance drivers and linking reward to performance
• Modeling dilution and setting appropriate pay-out levels
• Legal and regulatory requirements (corporate, employment and securities laws)
• Effective communication of incentives to employees
• Advising employees how to negotiate the best incentive deal with their employer
• Aligning incentives with a company’s wider remuneration strategy
• Managing shareholder relations, including relevant investor guidelines
• Implementing new incentive plans in the run-up to and after a transaction (including both listings and mergers and acquisitions)
• Advising companies with private equity and venture capital investors on appropriate share incentives for management
• Identifying the value created by and costs of incentives vesting on a transaction

We are experienced in advising on the following plans and schemes:
• Enterprise management incentives (EMI)
• Unapproved options
• Company share option plans (CSOP)
• Growth shares
• Hurdle shares
• Employee benefit trusts (EBTs)

We advise startups and entrepreneurs at the beginning of their journeys who need a partner they can trust, who understands their business and the wider ecosystem and who recognises the risks that need to be taken to be successful, allowing them to concentrate on what is important; building their business.

We like to work with companies throughout their lifecycle. We work hard to help our clients realise the full potential of their business, acting as strategic partners and business advisers. We treat every client as an individual adapting our service to meet their specific needs. We are in it for the long term, supporting our clients from inception of an idea through to fundraisings, launch, expansion, exit and beyond.

We are often asked if we can make introductions to capital providers. Whilst it isn’t the core element of what we do, having been actively involved with the startup community for many years, we have developed useful contacts that may be able to help finance projects. We also act for a number of investors.

We are passionate about the early stage ecosystem and are proud to have advised and continue to advise some of the UK’s most successful startup businesses.

Our advice comprises of:
• Company formation and company secretarial support
• Structuring, drafting and negotiating investments
• The full spectrum of commercial, IP and technology agreements
• Protecting, enforcing and exploiting IP rights (typically the key assets of early stage companies)
• Advising on data protection or privacy issues
• Share schemes and benefits, including advice on the availability of, and tax advantages associated with, enterprise management incentive (EMI) options for key employees, and the enterprise and seed enterprise investment schemes (EIS and SEIS) that give tax relief to investors
• Service agreements
• Tax, corporate and personal planning structures
• Wealth and estate planning
• Litigation and dispute resolution
• Buying other companies and businesses
• Exit

We advise companies on joint ownership arrangements and are well placed to advise on the model which is best suited to their business at the outset, as well as with reviewing the model when circumstances change. We also work with individuals on issues arising on joining and leaving a partnership, whether an LLP or a traditional unincorporated partnership, in terms of liabilities and obligations owed to and by fellow members.

We can advise on:
• Choice of vehicle
• Corporate governance including management structures
• LLP members’ agreements and partnership agreements
• Disputes
• Tax implications of membership
• Conversion of partnerships to LLPs
• Transfer of LLP structures into companies

Our dedicated company secretarial team provides professional and efficient services to our clients, relieving directors of the burden of dealing with compliance tasks by providing the full range of company secretarial services, including bespoke services and packages for startups or established businesses.

The team is part of our wider corporate practice and our existing clients benefit from using our services as an extension to our existing legal services. We know our clients’ businesses, understand the pressures and challenges they face and adapt our approach accordingly.

We offer the full range of company secretarial services including:
• Basic compliance support including registered office, SAIL address and directors’ service address
• Company meetings support: preparation of board, committee and AGM documents
• Maintenance of statutory records in electronic format
• Annual Companies House compliance: preparing and filing annual returns and dormant company accounts
• Event-led compliance: updating records and filings following relevant company changes
• Incorporation, re-registration and change of name (for all UK entity types)
• Dissolution and restoration
• Share capital matters including allotments, transfer reorganisation and restructuring
• Notarisation and legalisation of documents
• Agent for service of process
• Technical guidance on company secretarial procedures, directors duties and governance