Corporate law is about the creation, funding and life of enterprises designed to further the aims or objects of their owners.
Our experienced team represent a broad range of private and public sector organisations, from owner-managed businesses to multi-national corporations, and from housing associations to local authorities and the NHS. We also act as part of larger cross-disciplinary teams on both national and cross-border transactions to help you with your challenges.
Business establishment: the life cycle of any business vehicle begins with choosing an appropriate structure, often followed by incorporation and putting in place appropriate constitutional documents. We develop and draft structuring solutions to suit every situation and have a particular specialism in structuring complex high value, multi-party enterprises.
Corporate governance: good governance principles of accountability, risk management and integrity should be at the heart of any successful business. We can support your governance reviews and advise on best practice.
Investment, finance and private equity: we assist clients through the investment process, from seeking and structuring debt or equity investment and undertaking pre-investment due diligence, to reviewing and negotiating investment or finance documentation. We can establish employee share schemes to incentivise management and staff.
Joint ventures and partnerships: these can be important for business expansion, as a means of sharing risk and accessing potential markets. They can be relatively simple or quite complex and can be structured as legal partnerships, contractual arrangements for corporate joint ventures. In each case, we aim to deliver plain English solutions so that the legal text doesn't detract from the relationship at the heart of the venture.
Restructuring and reorganisations: as a business evolves, it is often necessary to consider some form of restructuring, reorganisation or refinancing. This may be voluntary or, in some circumstances, involuntary. Our team has wide experience of taking clients through this process to achieve their aims.
Mergers and acquisitions: whether you are interested in strategic acquisition to take your business to another level, or downsizing to realise value, our experienced team will guide you through all aspects of sale or purchase transactions, from initial heads of terms and due diligence to legal documents, completion and post-completion integration.
Business recovery and insolvency: sometimes business conditions can take a turn for the worse. At such times professional advice is essential to limit financial exposure and to mitigate risks with a view to a successful business turnaround or an orderly winding up of the business. Our team can provide immediate assistance if your enterprise is facing business survival issues or if you are a customer, supplier or funder worried about continuity of services and/or the ability to repay sums owed.
The latest Corporate news and articles can be found at Bevan Brittan's Insight Information Hub
Investment, finance and private equity advice
- Cambridgeshire County Council Local Government Pension Scheme on its subscription for deferred shares issued by the Cambridge Building Society
- Sustainable Development Capital Fund (SDCL) on its multi-million pound equity and debt investment into the Moy Park energy from waste project company alongside Land Energy
- The founding shareholders of Pharmacy Plus on Elysian Capital’s equity and debt investment into the company
- A central government grant-funded Academic Health Science Network on its equity investments into three bio-tech/medical science companies
- A specialist energy and waste private equity fund on two equity and debt investments into plastics recycling companies
- St Mungos, Action for Children and Home Group on social impact bonds for a range of public services
- Various local authorities on their investment in over £280m of solar bonds issued by Rockfire Capital
- Aviva on the provision of £110m of debt funding on the West Yorkshire Police PFI DBFO project, and separately on the provision of debt funding on the Inverness and Kilmarnock College projects which used the Non-Profit Distributing finance model
Joint ventures and partnerships
- Places for People on 11 property development joint ventures with a total development value in excess of £6bn
- The Doctors Laboratory on its £100m pathology services joint venture with University College London Hospitals and Royal Free London NHS Foundation Trusts
- Torbay, Slough and Wirral Councils on their separate local asset backed vehicle (LABV) joint venture schemes to deliver housing, business, retail and leisure developments in those areas over a 15-25 year period with a total anticipated development value of over £1.8bn
- Over thirty founding partners in three academic health science network companies
- Birmingham City Council on the procurement of a private sector partner to finance and deliver "green deal" energy and carbon efficiency measures to domestic and non-domestic property in the Midlands under a framework agreement worth up to £1.5bn over 8 years
- A successful bidder in relation to the Ministry of Justice’s Transforming Rehabilitation Programme including the acquisition of six community rehabilitation companies across England
- The London Boroughs of Kingston and Richmond-upon-Thames to establish Achieving for Children, a Teckal company providing children's services to the two authorities, and in relation to the recent admission to corporate membership of the Royal Borough of Windsor and Maidenhead
- The London Borough of Hackney on a proposed £190m co-located housing joint venture
- Nottinghamshire County Council on the creation of a £70m highways joint venture with Cornwall Council
- Peabody trust on their joint venture with Lendlease for the regeneration of Thamesmead Waterfront
Mergers and acquisition advice
- The £10m share sale of five care homes to a national provider
- Places for People on the sale to Legal & General of its £40m investment in the Inspired Villages retirement living brand
- PFP Capital on the complex acquisition of the Igloo Regeneration Fund assets nationwide, previously managed by Aviva
- Plymouth City Council on the £20m sale of Plymouth CityBus and Swindon Council's sale of Thamesdown Transport, both to Go Ahead Group
- Wincanton on the sale of its consolidated chilled distribution business to Culina Logistics (enlarged Culina business valued at c.£200 million), including pre-sale business restructuring, share sale, post-sale capital re-organisation of the Culina group and Wincanton’s investment in the enlarged business
- Places for People on the acquisition of the Park Hill SPV from Urban Splash, which undertakes the development/regeneration of the iconic Park Hill site in Sheffield
- Zero C Holdings Limited on the acquisition of Urban Matrix
- Miller Group and Barclays on the £multi-million sale of their equity and debt interests in the Leeds and Tees & Durham LIFT Projects to Equitix and their multi-million pound sale of their equity and debt interests in the Barking & Havering LIFT Project to Bilfinger Berger
- Costain on its multi-million pound sale of their equity and debt interests in the Kent PH Schools Project
- Rochdale Metropolitan Borough Council on the sale of its equity and debt interests in the Rochdale BSF Schools Projects to Dalmore Capital
- London Borough of Hackney on the acquisition of Amber’s equity and debt interests in the Hackney BSF Schools Project
- Brio Retirement Living on the acquisition of the development vehicle for the delivery of a retirement village scheme in Stow
- Devon and Cornwall Housing on the sale of the entire share capital and debt of its subsidiary Call24Hour Limited to Careline UK Monitoring
- An international private equity fund on its bid to purchase Craegmoor, a provider of health, social care and specialist education services
- Advent International on the £925m acquisition of the UK-wide Priory Group of mental health, specialist care and education services
- Purepower on the sale of its energy from waste operations to Green Homes Global
- The Management Team on the £5m MBO of Healthcall Optical Services, a domiciliary eye care provider
- The Management Team of the Esporta nationwide gym chain on the £70m MBI backed by Societe Generale
- WS Darley, the number 1 US fire truck manufacturer on its acquisition of fire detection and suppressant manufacturer, Fireboy-Xintec
- On the sale of Cardio Solutions, a distributor of cardiology products
- The merger of Aldwyck Housing Group with Catalyst Housing Group
Restructuring and reorganisation advice
- Smiths News, Halcrow, Esporta and Places for People on various group reorganisations
We are working with clients on how they should be approaching exclusivity agreements, use of virtual data rooms, negotiating material adverse change clauses, purchase price protection mechanisms and possible delay of exchange and/or completion to respond to the challenges posed by COVID-19 to M&A transactions.
If you are currently involved in or considering an M&A transaction you should be thinking about:
- Exclusivity Periods: should be negotiated or extended to allow any delay in due diligence and negotiations flowing form the impact of the virus.
- Use Virtual data rooms: Parties should be looking to use a virtual data room that provides secure digital access and transfer of information for conducting due diligence to help reduce delays in due diligence activities and communications.
- Material Adverse Change (MAC) clauses: MAC clauses are regularly used in M&A deals as a means by which the parties, particularly buyers are seeking protection if a target suffers from an economic or other material change. The coronavirus threat is the type of risk that MAC clauses are designed to address. The MAC clauses give the buyer the right to terminate the purchase agreement prior to completion if the target business is materially and adversely affected by certain events occurring between a specified point in time and the intended completion date but can also act to give the seller some certainty in relation to what events are likely to fall within a MAC. The coronavirus could impact a target company’s revenues and liquidity, regulatory compliance, supply chain and staff. Where parties are seeking to include a MAC clause, the clause needs to be carefully negotiated between the parties. If you haven’t yet exchanged, consider including a MAC clause into the purchase agreement. If you have already exchanged and have a MAC clause review the provisions in the purchase agreement and assess the implications for any material adverse change that might result as a consequence of the coronavirus.
- Warranties and/or Disclosures: Both parties will want to look at what warranties can and can’t be given. Where warranties are given by sellers, there will want to make sure that they can as far as possible disclose against them to limit their post exchange and/or post completion exposure to claims.
- Purchase Price Protections: Buyers should consider using completion accounts rather than locked box, or use of hybrid structure, where certain balance sheet items are tested as well as looking for greater use of deferred consideration, retention, earn-outs.
- Delay exchange and/or completion: Assuming there are no other options, the parties may have no option but to consider delaying exchange and/or completion until they have been able to make a better assessment of the likely impact of the virus on the transaction.
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