Corporate
Overview

We advise buyers and sellers of companies on the entire sale and purchase process, from heads of terms and due diligence, through to negotiating and executing the transaction itself, as well as any related regulatory matters. We build a comprehensive team around you, who are there to advise and help you make informed decisions every step of the way. We also bolster our advice with expertise from our employment, real estate, intellectual property, tax and wider teams, as required.

We regularly prepare joint venture and shareholder agreements that often involve starting or joining business ventures or apply to investment rounds. We will work with you to structure an agreement that is fit for purpose and covers matters, such as finance, share transfers, dividend policy, liquidation preference, directors and management, restrictive covenants, drag and tag along, deadlock resolution and minority shareholder protections

We provide investors and companies that are receiving investment with reliable advice on the best way to structure and document the terms of their investment. We can help you complete all of the relevant steps, depending on your circumstances. For example, share capital alterations, new articles of association adoption, investment preparation, subscription and/or shareholders’ agreements and EIS or SEIS requirements, as well as any wider equity investment matters.

We draft, amend and replace all constitutional documents, including articles of association, club rules, shareholder, partnership, LLP, shareholder and joint venture agreements. We can also provide you with advice about any party’s rights, duties or obligations under any document and help you interpret any associated provisions.

We provide a dedicated company secretarial service aimed at helping you meet your statutory obligations in relation to keeping and maintaining your company registers and records, as required by the Companies Act 2006 and Companies House. We also provide expert support and guidance on the creation of new companies in the UK and abroad in addition to our registered office address and corporate trustee services.

We can advise you on applications, investigations and other matters involving bodies, such as HMRC, the FCA, ICO and the Charity Commission, and regulated stock exchanges, particularly the London Stock Exchange. We work with you to establish, maintain and apply robust corporate governance procedures that meet all of the reporting, compliance and other requirements that apply to the industry in which you operate.

We help with the adoption and implementation of employee share option schemes. This includes tax advantageous initiatives – Share Incentive Plans (SIP), Save As You Earn (SAYE) schemes, Company Share Option Plans (CSOP) and Enterprise Management Incentives (EMI) – and non-tax advantaged options. If you are setting up a tax advantageous scheme, we can provide you with support and guidance to help you deal with HMRC correctly and efficiently.

We provide full legal support for IPOs or if you are looking to list debt securities on the London Stock Exchange or on selected overseas markets. We have particular experience of dealing with the Gibraltar Stock Exchange. We also help draft announcements and can advise you in relation to shareholder relations and general corporate governance matters.

We act for creditors and debtors in both individual and corporate insolvency proceedings. This includes the preparation and presentation of bankruptcy and winding-up petitions and the ensuing proceedings. We have strong contacts with insolvency practitioners, which enables us to advise you on the most appropriate strategy to adopt when pursuing or defending insolvency proceedings.