Corporate Reorganisations

Herrington Carmichael has a team of experienced corporate lawyers that provide a combination of legal expertise and commercial awareness to a transaction.

We regularly provide legal advice to corporate clients in connection with group reorganisations, including transfers within a group of companies of:

  • one or more individual assets;
  • a business carried on by a group company; or
  • the shares in a group company.

Such reorganisations usually occur before an acquisition or sale of a target company or business, after an acquisition of a business or the shares in a target company, or on efficiency grounds. A reorganisation may also involve the transfer in assets in satisfaction of a dividend i.e. a dividend in specie.

We also work with the company's tax accountants when clients undertake driven or tax efficient reorganisations, for example when seeking share-for-share relief in instances of hive-downs, or SDLT group relief.

Advice is also provided in relation to Intellectual Property and IT issues in a group reorganisation, particularly in identifying the Intellectual Property Rights required by the group or specific company in order to work effectively post-reorganisation.

Consideration also needs to be given to consent requirements and the assets affected, including:

  • ongoing contracts;
  • statutory consents;
  • employee rights;
  • leasehold properties;
  • survival of warranties; and
  • pension schemes.

We also advise clients on consideration (in light of the consequences of transactions at an undervalue), returning capital and deemed distributions.

For details of recent projects, please see our Review of Business 2016/17

For specialist legal advice please contact:
Yavan Brar on 01189 899713 or by email at

"Thank you Michelle. Your help throughout has been greatly appreciated, I certainly couldn't have managed my way through this process without both yours and Yavan's guidance." 

Malcolm Berrido, Carter Jones Financial

  "We have engaged Herrington Carmichael on a number of occasions recently and have been impressed with their professionalism and speed. They have delivered every time on a variety of corporate tasks. We have no hesitation in recommending Alex and his team."
Mark Trainor, Director, Pennymatter Ltd

The Legal 500 Our corporate and commercial team is delighted to have been recognised in this year's edition of the UK Legal 500 as a leading advisor in the Thames Valley corporate and commercial legal markets
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Key contacts
Yavan Brar
Partner, Head of Corporate and Commercial Department