Corporate Law Services

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 

We assist individuals with the formation of not-for-profit organizations, 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 Organization (“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.

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 International Legal Services continue to support our business growth and our network of clients and referrals worldwide.

Herrington Carmichael has a diverse client-base covering international organisations, entrepreneurial businesses and individuals. We regularly provide and coordinate advice on international legal projects across a range of jurisdictions.

We are a long-standing member of the IR Global network having established relationships with over 160 firms in all major jurisdictions across Asia, Africa, the Americas and Europe, meaning we are well equipped to provide international legal advice and support that’s tailored to your requirements.

We also support our client’s international requirements by working with like-minded independent law firms around the globe or their existing counsel. We work with firms that share our values and provide expert advice. We have invested considerable resources establishing relationships within our network so that we can be transparent and work without interruption to support your needs.

International Services:

• Business Lawyers 
• International Contracts
• Immigration Lawyers
• UK & International Property Lawyers
• Private Wealth & Family Lawyers
• Expat Legal Advice 

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 £70 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
• £100k sale of the business and assets of an insolvent regional audio-visual installer during liquidation

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 (ETOs), 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.

EOTs
EOTs empower businesses by facilitating the transfer of ownership to employees, fostering a sense of shared responsibility and commitment. We have extensive experience with these types of corporate structure allowing favourable outcome for owners, shareholders and employees.

Mergers and Acquisitions
Navigating the complexities of M&As demands legal finesse. Our experts guide clients through every stage, from due diligence to post-transaction integration, ensuring a seamless process.

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.

Navigating the intricacies of structuring a business can be difficult, but the implications can be significant. Your structure may also need to change as your business develops and matures. Our corporate team can advise upon the most commercially suitable structure to ensure that the framework of your business matches your goals and corporate objectives. 

There are many benefits associated with shareholder agreements for businesses. The most common reasons we see shareholders wanting to set up an agreement include:

1. Outlines the key expectations of the shareholders and sets out clearly each shareholder’s rights and obligations including when the shares in the company can be sold (which is not covered under the Companies Act 2006).
2. Greater clarity on rights and obligations which provides protection for shareholders and helps avoid lengthy and costly disputes.
3. A shareholder’s agreement is a private and confidential document unlike Articles of Association which are a publicly filed document listed at Companies House. Any agreements between shareholders which are of a sensitive nature may be more suitable for a shareholder’s agreement.

There are many ways to value a business and different industries prefer different methods. Accountants should be able to carry out a strict financial valuation for you however please note, it is worth engaging corporate finance advisors who have experience in the relevant industry to determine a valuation on the market. 

Funding from a private equity or venture capital investor will always be conditional upon their taking an equity stake in the company. The provision of funds can come with access to stronger management and opportunities to maximise expertise and grow the business itself. The key advantage compared to debt is that the other shareholders are not liable to repay the investor in the event that the company is not profitable and their return will generally be limited to the exit proceeds which are available. Please get in touch if you are considering funding options.

Companies may undergo a restructuring for various reasons, which may include:

• adapting to changing market conditions
• improving operational efficiency
• addressing financial challenges

Ultimately, the goal is to enhance the company’s long-term viability and create value and this may be done using methods such as acquisitions, demergers, or financial reorganizations.

Legal frameworks, such as the Companies Act, provide guidelines for these processes, ensuring transparency, protecting stakeholders’ rights, and facilitating the company’s ability to adapt and thrive in a dynamic business environment.