Last updated on August 24th, 2022 at 02:07 pm
At JLN, we specialise in assisting a range of different clients with corporate transactions, including entrepreneurs, start-ups, small and medium-sized enterprises, and large private and publicly traded corporates. Sometimes, corporate transactions are time-consuming and pressurised. We have a flexible, entrepreneurial and organised free-thinking style which, combined with an ability to build great relationships with all parties involved, allows us to quickly drive deals to successful completions.
JLN often advises on complex cross-jurisdictional matters where we make use of our growing network of experienced, consultant solicitors who have a range of specialisms we can call on, while some are also dual-qualified in other jurisdictions. Our key specialisms are outlined under their own headings below.
In a management buyout (MBO), a company’s existing managers group together and acquire part, or all, of the company from the current owner, which may be a single entrepreneur, a group of private shareholders, or even a large corporate group. It is often the case that MBOs are triggered when the business’s founder wants to retire and they are already relatively ‘hands-off’. Alternatively, an MBO may be triggered when a parent company is seeking to dispose of part of its business and would prefer to sell to the incumbent management team instead of seeking an external buyer.
If a company is in financial jeopardy, it will seek to change its capital structure or operations in order to recover its financial health. Thus, a corporate structuring would enable it to do this effectively. Alternatively, a company may seek a corporate restructuring in times of economic or market fluctuation, general poor business performance, or even to make the company more tax efficient. At JLN, our specialist corporate tax solicitors, and experience and skills in a wide range of corporate law disciplines will ensure that your corporate restructuring process is as smooth and as stress-free as possible. We also work alongside well-known specialist corporate tax solicitors, and insolvency practitioners who can issue tailored advice to suit any company looking to restructure in an optimum way.
Mergers and Acquisitions (M&A) Transactions
We have considerable experience and expertise in relation to advising clients on M&A transactions, particularly in respect of share and business / asset acquisitions and disposals relating to private companies. We commonly assist with the following main aspects:
- tax structuring at the outset and heads of terms;
- managing due diligence processes and data rooms;
- sales and purchases of assets;
- sales and purchases of shares;
- our work above involves producing, reviewing and advising on the main share purchase agreement or asset purchase agreement, as well as taking care of all other ancillary documents that may also be required; and
- post-completion formalities.
Ensuring that you obtain competent legal advice can be critical in ensuring that a transaction can be completed smoothly and successfully. Our corporate team are aware of all the usual issues and pitfalls while the firm also have a range of specialist solicitors it can call on where expert know-how may be needed in different areas of law, such as employment, tax, intellectual property and commercial property.
Growth Equity and Venture Capital
One of JLN’s main specialisms is growth equity and venture capital. We advise a range of clients including companies, angel investors and funds on venture capital and growth equity investments, including investment under the Seed Enterprise Investment Scheme (SEIS) and the Enterprise Investment Scheme (EIS). Our core service providing relates to advice regarding:
- seed, series A rounds, and general transactional advice;
- legal due diligence and exercises and advice;
- advance assurance applications to HMRC (and continuing correspondence) to ensure that you have the best opportunity both attract SEIS/EIS qualifying investors and raise money in a SEIS/EIS compliant manner;
- preparation of all the relevant documentation to successfully raise and close for the equity investment rounds (and negotiation where necessary); and
- completely part investment formulation such as Companies House filings and SEIS 1 / EIS 1 compliance statement submissions to HMRC.
Prior to raising equity, it is really important that specialist and pragmatic legal advice is sought. We will identify key business drivers and potential legal risks at an early stage to ensure that such risks can be protected and remedied before completion of the round. The SEIS/EIS rules and guidance is being constantly updated by HMRC and JLN’s specialist corporate solicitors have up-to-date and extensive knowledge of the rules with a great track record in ensuring SEIS/EIS advance assurance is granted by HMRC, particularly when there are unusual situations and complex SEIS/EIS issues to advise on and resolve.
It is unwise to merely rely on the articles as a substitute for having a shareholders’ agreement in place because the articles may be unclear or silent as to certain rights and responsibilities and what is to happen in certain situations. Shareholders’ agreements can also be drafted in such a way as to better protect the rights of both minority and majority shareholders, and to ensure that potential disputes that may arise further down the line are accounted for from the outset.
General Corporate Advisory Services
We have extensive experience and valuable expertise in general corporate compliance matters and advisory directors and shareholders on a wide range of events and scenarios. We can guide you step-by-step through the relevant rules and guidance with our pragmatic and commercially-focused advice. Notably, we can assist with:
- company formation and constitution (e.g., company registration, articles of association and shareholders’ agreements);
- general company administration and shareholder meetings (including reviewing annual reports and accounts, notices of meetings, directors’ remuneration reports);
- regulatory compliance (including corporate governance issues such as compliance with the Financial Protection Order;
- share capital matters (e.g., share rights, conversion rights, declaration of dividends, redemption and transfer of shares or other securities);
- shareholder rights (e.g., unfair prejudice claims, derivative actions, class rights); and
- directors’ duties, conflicts of interest, plus transactions and arrangements with directors (e.g., loans to directors, directors’ indemnification and Directors & Officers insurance policies).
Look no further if you would like to talk to us about our dedicated and comprehensive corporate law services. We offer a free, no-cost, no-obligation 20-minute call with an experienced fee-earner and we would be happy to help and discuss a suitable fee mechanism to suit your needs. We will steer you to a suitable outcome with a focused and confident approach ensuring the greatest possible care and attention to detail.