Corporate

We draft, negotiate, and advise upon all types of financing transactions across a wide variety of sectors, ranging from technology, healthcare to financial services. Such transactions often have multi-jurisdictional features. The advice we provide also includes advising on supporting security documentation such as debentures, share charges, legal charges, and charges over IP).

Our banking reputation and skillset has resulted in our appointment to a number of banking panels, including those of Metro Bank plc, National Westminister Bank plc & Svenska Handelsbanken AB.

Our banking and finance expertise includes advising upon:

• Term loan facilities
• Revolving credit facilities
• Invoice financing facilities
• Bridging loans
• Acquisition finance
• Project finance
• Asset backed lending

Herrington Carmichael’s Corporate Team provides a full range of corporate advisory and legal services in relation to the ownership, growth and structure of your business.

We have a specialist team of solicitors who have a wealth of experience in advising companies and business owners on a full range of business ownership matters. We offer expert advice to entrepreneurs at every stage of the business life cycle with services ranging from advising on suitable business structures to set up your business to advising on the process and options available to exit or sell your company.

Our Services:

• Structuring your business
• Partnerships and LLPs
• Joint Ventures
• Shareholder Agreements
• Exits

Herrington Carmichael’s Buy-and-Build M&A Team provides a bespoke service to clients seeking to drive the growth of their businesses through acquisitions. Herrington Carmichael acts for a number of clients who regularly or infrequently acquire companies within their industry, or which have synergies with their own group.

We have extensive experience in assisting with the acquisition process including the use of debt-finance to fund any acquisitions and providing legal advice to ensure the consideration structure of such acquisitions is affordable for your business, including the use of deferred consideration and earn-outs. We are flexible with how we provide acquisition services for Buy-and-Build Clients, including agreeing template documents which can be used as first drafts for numerous acquisitions you are looking to conduct to improve efficiencies and costs. We can also assist with any post-acquisition integration from a legal perspective, including hive-ups or internal group reorganisations.

We also provide a number of complementary services to assist with your journey for growth, including using our network and assisting you in identifying appropriate target companies, and advising you on how to use structure your group of companies to maximise value.

We assist individuals with the formation of not-for-profit organisations, including charities and foundations, and help with the registration process for other incorporated bodies, ongoing governance, and advising on general legal issues. Our goal is to imbue our clients’ first steps into the not-for-profit sector with a sense of security and readiness. We cover the updating of constitutional documentation and the closing down of entities that are no longer required.

Our Charities and Not-for-Profit Team can guide you through the process of setting up and managing a Charitable Incorporated Organisation (“CIO”).

Our expertise extends to:

• Formulating your mission statement.
• Defining your charitable objects.
• Drafting the constitution.
• Ongoing governance assistance.

Our services cover the legal technicalities that underpin corporate decisions, by drafting the necessary paperwork to ensure that businesses comply with their statutory requirements and function legally. These services include, Companies House filings, drafting board and shareholder minutes and resolutions, reconstituting and maintaining statutory registers, and acting as registered office.

It’s like building a house. You have an idea of what you want, but you need advisors to assess the structure, comply with buildings regulations and ensure the property doesn’t collapse. Our CoSec Team are like those advisors. We establish the bureaucratic scaffolding necessary for decisions to function legally and complicitly and recommend courses of proceedings to meet specified goals.

CSOPs are approved by HMRC, and therefore attract favourable tax treatment for both the company and the employee provided certain qualifying conditions are satisfied. The qualifying conditions relate to both the company, and the proposed option holder.

CSOPs can be subject to performance conditions, which means that employees will be motivated to ensure the conditions are achieved and their options are therefore capable of exercise. The company also has discretion in relation to which employees participate in the scheme.

Herrington Carmichael have assisted a UK leading sustainable forestry and harvesting company in implementing a CSOP.

Corporate Governance refers to the way a business is managed, controlled and how decisions are made. Its purpose it to facilitate effective, entrepreneurial and prudent management to deliver long term success of the company.

Having an effective Corporate Governance strategy in place ensures that responsibilities are clearly defined, and decisions-makers well informed to take proper decisions, that a company’s objectives and how it intends to achieve them are transparent and that all stakeholder’s interests are borne in mind. Such clear structures preserve and enhance the value of the business and its attractiveness to investors.

Missing Corporate Governance on the other hand can be – or often has been – the root cause for corporate failure and endangers the trust in the organisation both in the inside and on the outside.

Employee Incentive Schemes (EMIs) are a strategic initiative implemented by a company to reward, retain and recruit its employees for achieving specific goals, improving performance, or contributing to the overall success of the business.

How can we help?

• Enterprise Management Incentive (EMI) Scheme
• Setting up an EMI scheme
• Long Term Incentive Plan (LTIP)
• Company Share Option Plan
• Growth Share Schemes
• Schemes for Startups

Our Franchise Solicitors regularly advise on:

• Reviewing and negotiating franchise agreements
• Advising on establishing franchise networks
• Drafting and reviewing operations manuals
• Disputes between franchisors and franchisees
• Franchise contracts and employment advice
• Franchise data protection
• Franchise sub-lease agreements

Our expertise in franchising enables us to provide our clients with up to date market advice and solutions which are proportionate to the business risks posed to them as well as ensuring that they are within budget.

Our bespoke service provides our clients with invaluable assistance in negotiating a franchise on favourable terms, whether we’re acting for the franchisee or the franchisor, rather than merely just attending to drafting the legal documentation.

Our Corporate Insolvency Team has vast experience in both the contentious and non-contentious aspects of insolvency, recovery, and restructuring, regularly helping clients through difficult distressed situations.

Herrington Carmichael provides its expert advice to licenced insolvency practitioners, private companies, individuals and creditors on a full suite of insolvency, recovery and restructuring arrangements.

How can we help?

• Administrations
• Company Voluntary Arrangements
• Creditor Claims
• Debt recovery
• Directors in insolvency
• Distressed M&A
• Enforcing security
• Insolvency disputes
• Liquidations
• Regulatory Advice
• Statutory Demands
• Winding-up Petitions

Our M&A Team provides pragmatic, commercially-relevant and bespoke advice at all stages of M&A transactions. Whether it’s structuring a data room for a vendor-led staged process bidding process, negotiating on your behalf during an all parties meeting or advising on a sale or acquisition, our team will provide their commercially relevant knowledge throughout the transaction. We advise clients in all stages of their business lifecycles, ranging from rapid-growth start-ups to listed corporates allowing us to provide tailored corporate advice relevant to the unique circumstances of each of our clients.

The M&A team cover a wide range of transaction types, ranging from smaller transactions to multi-million pound, complex deals. One section of the team specialises in complex M&A which involves intricate consideration mechanisms, multiple phased transactions, reorganisation of group structures pre-acquisition and often in tandem with our overseas colleagues where the transactions have international elements.

Yavan Brar leads the Complex M&A Team, using his particular understanding of the law and his skillset in translating the clients’ desired commercial outcomes into the drafting.

Some recent M&A corporate deal highlights:

• DataOps.Live – advice on their £10.3 million series seed funding round led by the west-coast US venture capital investor, Anthos Capital alongside co-investor, Snowflake Ventures
• $60 million – New York Stock Exchange listed SatixFy Communications Ltd advised on sale of SatixFy Space Systems UK Limited
• £21.2 million sale of national financial advisory business to market consolidator
• £10.5 million sale of self-storage asset to US private equity fund
• £8.2 million sale of market-leading travel agency
• £5.3 million trade sale of multi-generational steel business to key supplier
• £2.7 million acquisition of independent financial advisor business by expanding financial advisory network
• £400k sale of UK manufacturing branch of US-based private equity backed label business
• £250k pre-pack sale of the business and assets of a national EV station installer in administration

Private Equity or Venture Capital firms often have strict rules that companies need to adhere to if they want to take the investment and so the drafting of the legal documents is complex and comprehensive work. Herrington Carmichael have a large team of lawyers who have expertise in dealing with private equity firms and venture capital funds.

Our expertise extends to navigating the intricate regulatory landscape for private equity and venture capital houses and their investors. We assist in establishing tax-efficient funds, collaborating with tax advisors to devise structures that align with contemporary practices in private equity.

In the UK, Private Equity (PE) and Venture Capital (VC) investments necessitate careful consideration of various regulatory factors to ensure adherence to local laws and regulations. Consideration of these UK-specific regulatory factors is crucial for successful PE and VC investments, especially when engaging with entities like NS&I. Collaborating with legal professionals well-versed in the UK regulatory landscape is essential to navigate these complexities effectively. Here at Herrington Carmichael, we have the necessary skills and experience to assist you completing these types of transactions successfully and efficiently.

At Herrington Carmichael, we understand the intricacies of corporate restructuring in the UK landscape. Trust us to tailor legal solutions that align with your business goals, enabling you to navigate changes effectively and emerge stronger. Your success is our priority.

Our expertise in corporate restructuring ensures your business navigates transformative changes seamlessly. Our tailored solutions encompass demergers, Employee Ownership Trusts (EOTs), mergers and acquisitions (M&As), and the strategic separation of property from trading operations.

Demergers
When businesses need to realign their structures, our legal team facilitates demergers, ensuring a smooth separation of entities to optimise efficiency and focus.

Separation of Property from Trading
Efficiently separating property assets from trading operations is crucial. We provide strategic counsel to safeguard your interests and maximise operational effectiveness.

Core Business and Ancillary Separation
Identifying and separating core business functions from ancillary operations requires precision. Our team ensures a streamlined process, protecting your core assets and promoting sustained growth.

At Herrington Carmichael we have specialist SEIS and EIS lawyers who can assist with implementing your plans.

As companies look to grow, external investment is often turned to by businesses through the provision of extra capital to fund growth plans. However, many external investors are reluctant to invest in a business until they fully understand the consequences of doing so, which includes the taxation impact of the investment.

The Enterprise Investment Scheme (“EIS”) and the Seed Enterprise Investment Scheme (“SEIS”) are tax-efficient government-backed schemes which allow qualifying businesses to fundraise from investors who are tax-resident in the UK.

Our specialist team of shareholder agreement solicitors have a breadth of experience in drafting complex and bespoke shareholders agreements ensuring that each agreement is suitable for the structure and vision of the business involved. Our work also extends to reviewing shareholders agreements to advise clients whom are party to an existing agreement on their rights and obligations.

We have a specialist team of solicitors who have a wealth of experience in advising companies and business owners on a full range of business ownership matters. We offer expert advice to entrepreneurs at every stage of the business life cycle with services ranging from advising on suitable business structures to set up your business to advising on the process and options available to exit or sell your company.