Corporate

Our Corporate team deals principally with corporate finance, private equity, M&A transactions and corporate governance. We are involved in significant mid market transactions right along the M4 corridor and in London, including Wales. We routinely work across the UK and handle international transactions for clients based in the UK and overseas.

We can help you with:

  • Acting for buyers and sellers in mergers and acquisitions is a significant part of our work. These transactions can cover the purchase or sale of a company or business, as well as multi company groups, with international businesses included.

    In every case, there are two key over arching themes:

    • covering the various legal and contractual issues that arise to make the deal
      effective for our client; and
    • making sure that the process itself is organised and efficient.

    Our team has substantial experience of these transactions and how to complete them efficiently, effectively and within an agreed budget.

    In any transaction it is vital to understand what the key risks are for our client and to make sure these are properly understood and allocated in the contracts. Our preferred method is to work to a continuously updated set of check lists, which we agree with our client.


     

  • management buy outs and buy ins

  • We act for:

    • private equity investors
    • management teams
    • business angel investors
    • sellers and purchasers of private equity and venture capital backed companies
    • investors and investees in early stage, venture capital deals generally, MBOs, MBIs, BIMBOs, growth and development capital deals and start-ups requiring seed capital and other forms of early-stage finance.

    Our private equity team is headed by Duncan Macintosh, who has over 30 years of private equity and venture capital experience, including being an in-house lawyer at 3i.

    We are able to represent all types of party involved in a private equity deal, through the complete cycle, including:

    • investments: We advise investors on their first round and subsequent investment; as well as co-investors, investees and management.
    • management: We act for funds and their portfolio companies in day-to-day management issues, including restructuring and refinancing.
    • exit: We assist funds and other investors in exiting their investments, whether by sale, recapitalisation or flotation.

     

  • succession planning

  • international transactions >

  • secured lending and refinancing

  • Proper corporate governance is no longer optional. The recession, and pressures suffered by business of all types and sizes throughout that period, have shown that every business needs to adopt proper processes in making and implementing its decisions. A failure to do so has created substantial legal (as well as commercial) liabilities for many.

    We work with boards and management teams to devise, implement and operate effective systems of corporate governance; systems that will stand the test of time and also the test of rigorous review if (as they inevitably can) plans go awry.

    The corporate team works with our consultancy business, as well as lawyers in the litigation and employment teams, to make sure that our clients are properly protected in their procedures and processes.

    The work includes:

    • the structure of the board
    • clarifying roles of board members
    • putting in place procedures to be followed by the board
    • training directors and senior managers in their obligations (and rights)
    • helping boards respond to governance challenges, whether by shareholders or regulators.

     

  • insolvency

  • joint ventures

  • company secretarial services

  • group reorganisations.

  • capital secretaries >

Here are some examples of our recent work:

  • Advising the managers on the £62m management buyout of Metamark (2017)
  • Advising Finance Wales on its equity investment into Amplyfi, the Cardiff based startup raised £800,000 in an equity funding round led by Finance Wales (2017)
  • Advising Collecte Localisation Satellites (CLS) on the acquisition of the entire issued share capital of Fulcrum Maritime Systems Limited (FMS) from its founder shareholders (2016)
  • Advising Smart Solutions, a Newport based training and recruitment group, on the sale of its training and development arm to Sigma Group Holdings, based in Coventry (2016)
  • Advising Cardiff and Vale College on its acqusition of ACT (2016)

The leading lawyers in the team are:

Duncan Macintosh, Nicola McNeely, Tom KelleherMarlies Hoecherl and Alys Carlton