We advise buyers, sellers, shareholders, investors and management teams on acquisitions and disposals of businesses and companies, from initial planning through to completion and post-completion matters.

Our experience includes:

• Share purchases and sales
  
• Asset and business purchases
  
• Corporate acquisitions and disposals
  
• Heads of terms
  
• Legal due diligence
  
• Disclosure exercises
  
• Sale and purchase agreements
  
• Warranties and indemnities
  
• Earn-outs and deferred consideration
  
• Cross-border transactions
  
• Post-completion obligations
  
• Transactional confidentiality agreements

We support founders, growing businesses, angel investors, venture capital funds and family offices through investment rounds and early-stage transactions.

Our experience includes:

• Seed and early-stage investment
  
• Angel investment
  
• Venture capital funding
  
• Series investment rounds
  
• Subscription agreements
  
• Investment agreements
  
• Investor rights
  
• Preference shares
  
• Founder protections
  
• Cap table arrangements
  
• SEIS and EIS-related transaction structures
  
• Follow-on investment rounds

Where tax relief is involved, the legal work should be coordinated with the client’s tax advisers.

We advise private equity investors, portfolio companies, management teams and founders on investments, acquisitions, exits and management arrangements.

Our experience includes:

• Private equity investments
  
• Buyouts and growth capital
  
• Management equity arrangements
  
• Investment and shareholders’ agreements
  
• Institutional investor protections
  
• Acquisition structures
  
• Portfolio company governance
  
• Management incentive arrangements
  
• Bolt-on acquisitions
  
• Refinancing and restructuring
  
• Exit transactions
  
• Secondary sales

We advise companies, founders, investors and shareholders on raising capital and structuring funding arrangements to support growth, acquisitions and strategic development.

Our experience includes:

• Equity fundraising
  
• Growth capital
  
• Share issues
  
• Subscription arrangements
  
• Convertible instruments
  
• Loan notes
  
• Investor negotiations
  
• Capitalisation structures
  
• Funding rounds
  
• Corporate finance documentation
  
• Security and guarantee coordination
  
• Refinancing transactions

Detailed lending and security work can link through to the separate Banking and Finance practice page.

We help shareholders, founders and investors establish clear rules governing ownership, management, decision-making and exit arrangements.

Our experience includes:

• Shareholders’ agreements
  
• Articles of association
  
• Founder agreements
  
• Reserved matters
  
• Voting rights
  
• Board composition
  
• Minority shareholder protections
  
• Dividend policies
  
• Share transfer restrictions
  
• Good and bad leaver provisions
  
• Drag-along and tag-along rights
  
• Deadlock mechanisms
  
• Exit arrangements
  
• Succession planning

We advise businesses, investors and commercial partners on establishing and operating joint ventures and strategic collaborations.

Our experience includes:

• Corporate joint ventures
  
• Contractual joint ventures
  
• Strategic alliances
  
• Collaboration arrangements
  
• Joint venture companies
  
• Governance and decision-making
  
• Funding obligations
  
• Ownership structures
  
• Intellectual property arrangements
  
• Profit-sharing mechanisms
  
• Deadlock provisions
  
• Default and termination provisions
  
• Exit arrangements

We advise companies, boards, directors and shareholders on corporate governance, legal responsibilities and effective decision-making.

Our experience includes:

• Directors’ duties
  
• Board governance
  
• Board procedures
  
• Conflicts of interest
  
• Decision-making frameworks
  
• Delegated authorities
  
• Shareholder approvals
  
• Directors’ service arrangements
  
• Appointment and removal of directors
  
• Corporate policies
  
• Governance reviews
  
• Companies Act compliance
  
• Board and shareholder resolutions
  
• Risk and responsibility allocation

We advise businesses and corporate groups on reorganisations designed to simplify ownership, prepare for investment, support succession or improve operational efficiency.

Our experience includes:

• Group reorganisations
  
• Corporate restructuring
  
• Share-for-share exchanges
  
• Holding company structures
  
• Subsidiary arrangements
  
• Business transfers
  
• Intra-group transfers
  
• Demergers
  
• Capital reorganisations
  
• Corporate simplification
  
• Pre-sale reorganisations
  
• Post-acquisition integration
  
• Hive-ups and hive-downs
  
• Solvent restructuring

Formal insolvency matters should link to the separate Restructuring and Insolvency practice.

We advise management teams, shareholders, investors and funders on management-led acquisitions and ownership transitions.

Our experience includes:

• Management buyouts
  
• Management buy-ins
  
• Vendor-assisted buyouts
  
• Transaction structuring
  
• Management equity arrangements
  
• Acquisition vehicles
  
• Share purchase documentation
  
• Due diligence
  
• Funding coordination
  
• Shareholder negotiations
  
• Incentive arrangements
  
• Deferred consideration
  
• Succession transactions
  
• Completion and post-completion matters

We advise companies, shareholders and investors on changes to share capital, ownership and equity structures.

Our experience includes:

• Share allotments
  
• Share transfers
  
• Different classes of shares
  
• Rights attaching to shares
  
• Share buybacks
  
• Capital reductions
  
• Share subdivisions and consolidations
  
• Bonus issues
  
• Conversion of shares
  
• Pre-emption rights
  
• Shareholder dilution
  
• Equity incentive arrangements
  
• Employee share ownership
  
• Cap table management

Employee share schemes may also require input from the Employment and Tax teams.

We help businesses select and establish structures that reflect their ownership, governance, tax and commercial objectives.

Our experience includes:

• Private company formations
  
• Group and holding company structures
  
• Subsidiary companies
  
• Special-purpose vehicles
  
• Limited liability partnerships
  
• General partnerships
  
• Partnership agreements
  
• LLP agreements
  
• Founder arrangements
  
• Ownership structures
  
• Constitutional documents
  
• Incorporation documentation
  
• Business succession structures
  
• Conversion and restructuring of business vehicles

Rather than calling this accordion simply Company Formations, the broader title gives it greater commercial substance.

We provide ongoing corporate legal support to companies, directors, shareholders and investors throughout the life of a business.

Our experience includes:

• Companies Act matters
  
• Board and shareholder resolutions
  
• Statutory registers
  
• Companies House filings
  
• Changes to directors and officers
  
• Changes to registered details
  
• Share allotments and transfers
  
• Amendments to articles
  
• Corporate authorities
  
• Dividend documentation
  
• Corporate records and housekeeping
  
• Constitutional reviews
  
• Company secretarial support
  
• Ongoing governance advice