CORPORATE

Mergers & Acquisitions

Mergers and acquisitions lies at the heart of our Corporate practice and we have established a strong reputation for transactional work. We work across a broad range of sectors, advising private companies on matters including asset and share sales and purchases; private equity transactions and restructurings.

We work with clients both in the UK and internationally and we have considerable experience with complex and high-profile transactions. Our M&A lawyers work with various sector specialists within our firm to provide expert advice. Our collaborative approach allows us to take on a broad range of complex transactions.

We bring a business first approach to our legal advice, using our M&A and sector expertise and our network of connections to get the best outcome for our clients. This enables our lawyers to concentrate on what is important – providing you with strategy, value and support throughout the entire transaction process. This will include assistance in planning the structure of the transaction, carrying out targeted legal due diligence, preparing all relevant documentation and negotiating the transaction through to completion.

Services

Our mergers and acquisition lawyers advise on a broad and diverse range of sectors having particular expertise in the following:

  • Private company acquisitions and disposals (shares and assets)
  • Private equity transactions
  • Management buy-outs and buy-ins
  • Transactions involving reorganisations and demergers
  • Restructuring and reorganisations

For more information about our corporate legal services please call us on +44 (0)20 3475 6751 or email info@carterbond.co.uk

What to consider before a merger or acquisition

Are you considering a merger or acquisition? We can help provide confidential legal advice on M&A activity, including carrying out due diligence.

Mergers and acquisitions, often referred to as M&A, is a fundamental part of corporate law which is particularly complex. Involving significant finances and strategic planning, M&A needs to be carried out very carefully to be a success.

M&A defies standard procedure and every case requires individual attention and a customised approach. Involving reorganisation, restructuring, financing and risk management, M&A demands a multifaceted approach and a meticulous understanding of corporate law.

    The basics of M&A

    M&A could occur when either one company seeks to buy another one outright (an acquisition) or two companies agree to come together and combine their operations (a merger). An acquisition can be an indication that the company doing the buying is profitable and doing well.

    In contrast, in some cases two companies coming together (a merger) may be an indication that both are struggling financially, or are finding market conditions challenging. This isn’t always the case but is worth considering. A merger can also be a way for a company to grow and expand while eradicating a competitor.

    Both publicly listed and private companies may be involved in M&A activity. The purpose may also be to add new ranges to an existing group of products or services.

    Legal responsibilities
    Your legal team will have a very important role during M&A activity and will be key to a successful outcome. Some of the primary duties of the legal team will include:

    • Drafting and negotiating the agreements. This will involve many parties including both businesses, the other legal team plus any external financial advisors.
    • Due diligence. This is a vital part of the process and allows information to be gathered to check if there are any hidden liabilities or issues that need to be considered.
    • Organising the financing by liaising with banks and finance firms.
    • Completing the transaction.
    • Ensuring that all post-completion regulatory activity and registrations are finalised.

    We have specialist knowledge in M&A transactions and can provide support for the whole process from enquiry through to completion.

    All your Mergers & Acquisitions questions answered

    What are heads of terms?

    Heads of Terms or Letter of Intent essentially set out the main terms of a corporate deal. The Heads of Terms will include for example, sale price, what assets are included, who the seller and the purchaser are and any other key terms. They may be drawn up by the selling agent, or one of the parties’ solicitors. Heads of Terms are commonly agreed and signed by both parties. It is strongly advised to seek legal advice before signing.

    What is a disclosure letter?

    The Disclosure Letter is a key document in any company sale or purchase. It is the seller’s opportunity to make ‘disclosures’ against the warranties which the buyer will require the seller to give. If a seller makes inadequate disclosures, it may face breach of warranty claims, which could allow the buyer to recoup some or even all of the purchase price.

    The Disclosure Letter usually takes the form of a letter from the seller to the buyer. It is prepared by the seller’s solicitors. It is usually divided into two parts: general disclosures and specific disclosures and will have attached to it copies of the documents being disclosed to the buyer (the disclosure bundle).

    General disclosures cover certain matters that appear in public records and/or of which the buyer ought to be aware on the basis of pre-contract enquiries or searches actually made, or which a buyer would normally make. The general disclosures are often the subject of substantial negotiation between the buyer and the seller’s solicitors.

    Specific disclosures are the seller’s opportunity to specifically disclose actual matters which, if not disclosed, would constitute a breach of warranty. The specific disclosures are made by reference to the warranties themselves. For example, if there is a warranty within the sale agreement that the target company is not a party to any litigation, the seller would need to disclose full details of any current litigation affecting the company. Also, certain warranties may require specific information to be listed in the Disclosure Letter or included in the disclosure bundle (such as material contracts, pension schemes, etc).

    What are warranties and indemnities?

    Warranties are contractual statements, usually contained in an agreement, as to the condition of the target company or business. They are usually contained in a separate schedule to the agreement.

    Indemnities are promises by the seller to make good any potential losses that may be incurred by the buyer in certain circumstances.

    What is the difference between an asset and share acquisition?

    If shares in a company are purchased, all its assets, liabilities and obligations are acquired (even those that the buyer does not know about). If assets are purchased, only the assets (and liabilities) which the buyer agrees to obtain and which are identified are acquired.

    The other key commercial difference between the two transactions is in the nature of what the buyer acquires: on a share purchase it acquires a company owning a business and running it as a going concern (subject to any change of control provisions). In contrast, an asset purchase will not automatically transfer contracts (other than employment contracts in a relevant transfer) or existing trading arrangements to the buyer.

    What is a joint venture?

    A joint venture is a commercial arrangement between two or more participants who agree to co-operate to achieve a particular objective. Joint ventures cover a wide range of collaborative business arrangements which involve differing degrees of integration and which may be for a fixed or indefinite duration.

    Why enter into a joint venture?

    There are many reasons why a business may seek a joint venture partner. It may wish to expand, develop new products or markets or grow returns from existing ones. It may be looking to tap into a partner’s greater or more specialised expertise or resources or to share the costs and risks associated with developing new markets or technologies.

    What is an EMI scheme?

    Enterprise Management Incentives (EMIs) are employee share options under which companies can grant rights to their employees to acquire its shares on a highly tax efficient basis for both the employer and participating employees.

    EMI can form a tax efficient part of a company’s succession planning (bringing selected key employees through to have a stake in the business) or be used as a pure incentive arrangement.

    There are certain requirements which must be met by both the company and the employee in order for options to qualify as EMI options such as the employee working at least 25 hours a week. Carter Bond Solicitors are happy to advise you further on the requirements.

    YOUR CORPORATE LEGAL TEAM
    Naju Chowdhury

    Naju Chowdhury

    Commercial Solicitor

    e: naju@carterbond.co.uk
    t: +44 020 3475 2719
    m: +44 07538 397 772

    READ MORE >


    Hammad Naveed

    Hammad Naveed

    Corporate Solicitor

    e: hammad@carterbond.co.uk
    t: +44 020 3475 2729
    m: +44 07377 190 406

    READ MORE >


    Reena Popat

    Reena Popat

    Managing Partner

    e: reena@carterbond.co.uk
    t: +44 020 3475 2724 
    m: +44 07931 347 854

    READ MORE >


    HIGHLIGHTS

    In the last few years, we have successfully completed over £700m of corporate transactions

    We were awarded the M&A Awards 2019 by Acquisition International Magazine

    Dealing with a cross-border $20m merger and acquisition with founder earnouts

    WHY CARTER BOND
    Partner Led

    Unlike many law firms when we say partner or barrister led, we mean partner or barrister led. When clients work with us, they get constant access to the lead on their instruction. Yes, we have a team of solicitors and juniors for some of the groundwork and necessary research required by our clients, but this is when it makes financial sense to the client for us to do this. We provide constant contact at no extra cost as part of our service as most of our lawyers have their own business, so they know first-hand how important having a proactive, responsible and trusted partner on their side can be. And also how to work to a financial budget, and the way that legal decisions impact the wider organisation, which often requires balancing risks and competing interests.

    Proactive Contact

    Many ask us ‘what’s different about you?’ and we like to reply, ‘because we go the extra mile’. We see our work as building and maintaining good business relationships rather than just earning fees. How we do this is by keeping in constant contact with our clients and intermediaries. From pre to post instruction we ensure that our clients are informed of all legal issues that may impact their business and therefore lives. That is why we provide daily or weekly updates to ALL of our clients whether there is anything to tell them or not (we don’t charge for this we just see it as part of our service). We like our clients to rest peacefully knowing that when we are instructed, and we say ‘we will take it from here’ they know we mean it.

    City quality, outer City fees

    The world is changing, and many individuals are realising that lifestyle is as vital to them as is income. We are the lucky ones who can hand pick lawyers who can provide the best quality advice but at outer city costs. Our offices are in North West London which may not be the most salubrious in the market but at the same time this allows us to charge our clients for what they pay for, our advice NOT our office space.

    ALL our lawyers have previously worked in large city-based law firms and continue to practise and offer  the same high level service  they provided to clients in the City but without the pressure and demands often dictated by City law firm. This allows us to be competitive on our fees without compromising our service.

    All in all, our clients win, which is the way we like it.

    Our knowledge and resources are yours

    All our clients benefit from the same high level of care and attention whether the instruction is big or small. At the outset of each matter, we discuss the entire process with our clients, including the costs, potential outcomes and issues associated. This is to ensure clients are fully aware, knowledgeable and are in control always. Supporting and ensuring we provide the highest level of services, we offer our constant contact process with the partner or barrister leading  your file, a document log in for matters which are for larger and more complicated instructions and on-going support post transaction should our clients require it. Our aim is not just to get the work done, but to make our clients’ lives easier as we do it, which is why we ensure that our clients have regular access to the resources they need from us.

    KIND WORDS

    “They were able to get to the heart of the matter very quickly.”

    Grant Seymour, Vinco Events Ltd
    Grant Seymour,

    “Outstanding legal services.”

    Mitul Pandya, Charterwells Accountants
    Mitul Pandya,

    “Proactive and reliable”

    Alain Rubeli, Valorize A.G.
    Alain Rubeli,

    “Extremely successful M&A transaction.”

    Steve Barry, Evolution CBS
    Steve Barry,

    “Simply awesome!”

    Dr Wendy Mathias Obsidian Healthcare Group Limited
    Dr Wendy Mathias

    “They really understand the importance and urgency of the matters they are dealing with.”

    Yogesh Gopal, Everglade Windows Limited
    Yogesh Gopal,

    “All the legal side was handled brilliantly.”

    Nigel Neame, Sterling Travel Management
    Nigel Neame,

    “They quickly grasped the essentials of what was required.”

    Martin Norwood, TP Taverns Limited
    Martin Norwood,

    “They gave me great advice and were able to support me throughout all stages of the transaction. Thank you!”

    Suraj Sodha,  WP Maintain Limited
    Suraj Sodha,
    HELPFUL RESOURCES
    7 things to consider when buying or selling a business

    7 things to consider when buying or selling a business

    What is the difference between a Warranty and an Indemnity?

    What is the difference between a Warranty and an Indemnity?

    4 different types of business exit strategies

    4 different types of business exit strategies

    What to consider when selling your business

    What to consider when selling your business

    Mergers & acquisitions - the strategy for success

    Mergers & acquisitions - the strategy for success

    Are you thinking of selling your business?

    Are you thinking of selling your business?

    Building a business with an exit strategy

    Building a business with an exit strategy

    Buying share capital vs buying assets

    Buying share capital vs buying assets

    What happens when overseas parties acquire a UK business?

    What happens when overseas parties acquire a UK business?

    Due diligence in the 21st Century: The value of Social Media

    Due diligence in the 21st Century: The value of Social Media

    An introduction to management buy outs

    An introduction to management buy outs

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    GET IN TOUCH

    For more information, or to discuss your requirements, please contact our team on +44(0) 20 3475 6751 or info@carterbond.co.uk