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Start-ups/Company Formation
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Advice on company structure (partnership? company? LLP?)
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Formation of Companies
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Drafting Articles of Association
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Directors' responsibilities
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Advice on regulatory issues
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Information/Data Protection issues
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Taxation Overview (EIS relief, entrepreneurs' relief etc)
Corporate Restructuring
When times are tough, companies can need to restructure. This can involve any number of things:
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Selling off unwanted assets/non-core businesses
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Seeking to turn debt on the balance sheet into equity
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Looking at issues around insolvency and directors’ personal liability
We have experience of assisting clients in all these areas.
Legal Advice on Fundraising
Start-up companies and SMEs need equity and/or debt financing as they grow. We have a good track record in assisting management teams in raising finance, and our role encompasses the following:-
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Reviewing Heads of Agreement with debt or equity financiers.
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Drafting appropriate confidentiality/lock-out agreements.
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Negotiating the investment agreement produced by the financiers.
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Negotiating any appropriate changes to the articles of association, particularly focussing on those issues that affect management.
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Dealing with employment issues that arise, such as new service contracts for management and any share option issues.
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Project managing the process from the point of view of management throughout.
We aim to provide a proactive service that assists management in achieving their financing goals in a realistic timescale.
Shareholders Agreements
Here, we review the business objectives of the parties to a shareholders' agreement, focussing on the commercial aims and the parties' ultimate plans for the joint venture vehicle. We will draft shareholders' agreements, covering issues such as:
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Management control
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Board representation
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Information flow to shareholders
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Provisions for resolving deadlock
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Termination of the joint venture and other issues
In particular, as many of our clients are looking to grow rapidly with a view to an exit, we like to focus on potential exit strategies, and how the legal documentation can help in that process. We believe that the documentation needs to, where appropriate, allow for the growth of the company, anticipating future rounds of equity finance or mezzanine finance.
We will also draft new Articles of Association for the joint venture vehicle.
We also draft the appropriate distribution, agency and other commercial agreements that are needed between the parties to any joint venture.
Acquisition of Businesses/Sale of Businesses
Our role here is to assist the vendor or purchaser from the start of the process through to the end. We believe that project management is the key skill, and right from the start we aim to practise what we preach. We scope out what we are going to do in our engagement letter, and then work closely with our clients to achieve the allotted task within the desired timescale. The specific functions are as follows:-
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Reviewing Heads of Terms.
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Drafting the appropriate confidentiality and lock out agreements.
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Drafting or reviewing the share purchase/business sale agreement.
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Drafting and/or reviewing the appropriate tax indemnities.
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Carrying out the appropriate legal due diligence or responding to legal due diligence requests.
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Drafting disclosure letters against warranties/reviewing disclosure letters against warranties.
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Negotiating warranties.
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Drafting the appropriate deeds of contribution amongst selling shareholders.
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Drafting document lists and all appropriate supporting documentation, such as board minutes, financial assistance whitewashes, change of constitution, adoption of new articles etc.
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Advising on employee issues, such as new service contracts for management, the effect of a sale or purchase on share schemes and/or bonus schemes.
Management Buy-outs/Buy-ins/BIMBOS
We have long experience in acting for management teams in management buy-outs and buy-ins, and our work involves the following:-
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Considerations of conflicts of interest for the management team.
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Liaising with corporate finance advisers in the search for backing.
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Reviewing Heads of Terms with the vendor and/or corporate financiers.
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Drafting appropriate confidentiality agreements and lock-out agreements.
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Drafting the purchase agreement and negotiating it with the vendors.
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Drafting the appropriate tax deed and negotiating it with the vendors.
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Reviewing the venture capitalists' subscription agreement and articles of association, focussing particularly on the issues that concern management.
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Project managing the acquisition and finance raising.
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Dealing with employment issues, such as new contracts for the management team.
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Dealing with employee share issues that arise.
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Completing and dealing with all appropriate filings.
We aim to offer a pro-active service that sets out clearly what our role will be, and then assist the management team to manage expectations to that role.
Limited Liability Partnerships
These are becoming much more common and we have worked with many clients to implement LLPs.
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LLP? Company? Partnership?
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Formation of LLPs.
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LLP Members' Agreement.
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Transfer of existing business to the LLP.
Partnership Agreements
Our role here is to discuss with the partners how the business will be run, what their aspirations are for the business, and what their exit strategy will be. Based on these discussions, we will produce a partnership agreement that reflects our client's needs.
Succession Planning/Exit Strategies
Companies grow and develop, and the owners often wish to exit. We work with owner managers to identify how they may successfully realise their investment, for the benefit of themselves, their employees, and future management. This may involve a management buy-out, a management buy-in or a sale, or other ways to return funds to shareholders.
Corporate Reorganisations
Companies often need to reorganise their legal structure for a number of reasons. These may be taxation driven, accounting driven, or legally driven. We have a lot of experience in reorganising UK and international groups and dealing with the legal issues that arise. This can involve consideration of issues such as consulting with employees, obtaining customer approval, dealing with property issues and the restructuring of internal debt or shareholder funds.
Returning Shareholders' Funds
This encompasses the legal issues revolving around repurchase of shares, redemptions of shares, dividends, dividends in specie and other methods of extracting shareholder value. All these areas can involve complex legal issues, as there is a detailed regulatory framework. Taxation, accounting and legal matters are intertwined, and we work closely with accountants and tax advisers to ensure that these are dealt with correctly.
Deal Room
We also have an electronic deal room facility to enable the secure transfer of documents too large for email transmission. Please ask Kate Bray for details if you wish to use it.
For more information, contact Adrian Phillips, Teri Hunter or Barry Maytum.
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