Company acquisitions and disposals
Company law
Company reorganisation
Funding and listings
Management buy-outs/buy-ins
Partnership agreements
Running a business is both challenging and time-consuming. From the outset, decisions have to be made (for example, regarding trading structure and funding), which have long-term implications. As the business matures, you might consider further investment, selling the company or acquiring new assets. Withy King’s corporate team helps you make sense of the issues and guides you towards the right decisions.
If you are buying or selling your business or obtaining new funding it is essential that your legal advisers have the necessary experience. There are numerous strategies that can be employed to ensure that the transaction reaches a successful conclusion.
Our senior team members come from respected City or regional firms and, with one of the largest teams in the area, we have the required depth of expertise to deliver a consistent, reliable and efficient service.
One of the key reasons clients return to us is that we always strive to ensure that transactions remain as simple as possible. Overly complicated contracts can lead to a falling out between the parties and the transaction never proceeds.
Our policy is to have one senior lawyer as your key point of contact, responsible for managing the relationship and ensuring efficient delivery of the services you require.
Company acquisitions and disposals
Business clients need wide-ranging advice to help them develop successful strategies for company acquisitions and disposals. At the outset, we will help you to agree the terms of the transaction, which is likely to involve the preparation of non-binding heads of terms. We then assist in the due diligence process, issuing or answering the detailed questions required, in order to uncover any liabilities and risks that may affect the transaction or the deal value.
We also prepare or review and negotiate the contract, which may include an indemnity in relation to undisclosed tax liabilities and warranties. We handle the further disclosure of pertinent information, to help reduce the chance of a claim against the seller for breach of warranty.
We have extensive negotiation experience and always aim to reach an agreement which satisfies our client. We draft or review all the required documents and support you all the way to completion.
Our experience includes handling a number of substantial purchases for Scandinavian publishing company, Bonnier; acquiring a hotel group; and advising on the sale of the issued share capital of a marketing communications company to an AIM listed company.
Company law
Selecting the right legal entity for your business is a crucial decision. We can act at the outset to form your company and advise on the regulations that will apply - post-incorporation - including directors’ responsibilities.
As part of the service, you will receive a full set of company books (which you are required to keep by law) and the first set of completed Board minutes. Every company has to have an official registered office and, if you wish, you can use our address. You can also appoint us as the company secretary.
The company’s Memorandum and Articles of Association regulate how it will operate and outline the relationship between the shareholders. We can prepare special Articles of Association to reflect your particular needs.
Additionally, we can prepare a shareholders’ agreement to augment the Articles of Association. Both may be used to create all forms of joint ventures, which is one of the areas in which we have particular expertise.
Company reorganisation
Company reorganisations can have various objectives; from streamlining a Group structure, to releasing value to shareholders or achieving an orderly closure of a redundant company.
Whatever the objective, Withy King’s corporate specialists can help analyse your corporate structure from every angle and understand all the factors that may affect your reorganisation plans. In doing so, we can design a strategy to achieve your objectives.
Funding and listings
If your company is receiving funding, there will be complicated documents to consider. Banks tend to use standard documentation but we can assist in explaining the contract, highlighting any unnecessary requirements and advising you on any personal guarantees.
If the funding is from a business angel or venture capital, the arrangements can become very detailed and you will need our sophisticated advice.
If your company is seeking a listing, we can advise you on the complex regulatory requirements and work with you to prepare the appropriate documentation.
Management buy-outs/buy-ins
With our entrepreneurial client base, we have specific experience in the area of management buy-outs and buy-ins. These are notoriously difficult to bring to a successful completion, mainly because the management team has to negotiate with its employer and because the funding will be difficult to obtain.
Our extensive experience allows us to select the correct tactic at each stage of the transaction, thereby increasing the chances that your deal will complete successfully.
Whatever the corporate issue you are facing, we have the legal expertise and commercial knowledge to advise. We always ensure that, at the outset, we understand your needs, so that throughout the transaction we focus on the issues of key importance to you.
Partnership agreements
A partnership agreement needs to reflect both the wishes of the partners and the nature of the business. We have in-depth experience of advising on both the creation and dissolution of partnerships.
It is now possible to trade as a limited liability partnership, which is a cross between a partnership and a company. Many traditional partnerships are converting to limited liability status but detailed advice is needed to identify the advantages and risks.
Whatever type of partnership you require, we tailor the agreement to meet your needs and your area of operation and practice.
