At Clarke & Son, we advise and work with Businesses offering specialist expertise over an extensive range of corporate and corporate finance work.
Our corporate team specialises in private M&A, management buy outs and management buy-ins, venture capital and private equity and other fundraisings, restructurings and reorganisations. We have also advised and acted in distressed/insolvency led transactions.
We advise on a range of transactions, from small business sales and purchases right through to complex, high-value transactions and strategic acquisitions. Our clients include large national and regional companies, UK subsidiaries of foreign companies and owner-managed businesses of all sizes. We are also involved in deals with overseas acquirers and sellers and which have international elements.
On transactional work, our team is supported as and when required by our commercial, commercial real estate, employment and intellectual property teams. If our clients need access to specialist tax, patent or other specialist intellectual property or specialist insolvency advice, we work closely with a well-established network of professional contacts to ensure that the appropriate level of advice is always available to our clients.
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Our Corporate and Commercial team are on hand to assist with a range of business enquiries, get in touch to book an appointment.
Corporate Finance, Private Equity, MBOs and MBIs, Creation and registration of security
Our team are regularly involved in assisting our clients with arranging and finding corporate finance. We advise those seeking funding by way of debt financing through banks and financial institutions, those seeking equity fundraisings or a mix of the two. Venture capital and private equity feature in a large proportion of the M&A transactions which we handle and we can assist with preparing and advising on the investment agreements, subscription agreements and shareholders’ agreements.
We also assist directors and senior managers of a business who are looking to acquire ownership of it (management buyout or “MBO”) from its existing owners and also external managers who are looking to acquire a business (management buy-in or “MBI”). In many cases, these involve the backing of private equity and other financers.
Examples of venture capital and private equity work undertaken include:
- Debt and equity structuring, restructuring and prioritisation
- Inter creditor disputes
- Management buy-outs and buy-ins
- Venture, private equity, angel, development and other institutional investment
- Secondary financings and buy-outs
- Startup and seed capital
- drafting and negotiating loan agreements and finance facilities, preparing and registering security
We are often approached by clients’ who are looking to enter into commercial arrangements with third party businesses for the purpose of executing a particular business undertaking. These are commonly known as joint ventures or “JVs” and can take many forms. Our expert solicitors can assist and advise on all forms of joint venture, including equity joint ventures, strategic partnerships, limited and unlimited partnerships and contractual joint ventures.
Issues on which we advise include:
- Selecting the appropriate form of JV structure
- Management and control
- Protection of JV partners’ rights
- Deadlock resolution
- Entry, exit and termination
- Capital and funding
- JV partners’ contributions and entitlement to assets and revenue
- Provision of labour
- Acquisitions and disposals by the JV vehicle
Mergers, Acquisitions and Disposals
We advise private companies and businesses based across the UK as well as individuals and groups of shareholders, on all aspects of M&A transactions. We work with our clients throughout the life of their transaction from initial planning and confidentiality arrangements, advising on financing, assisting with and reviewing due diligence, advising and assisting with negotiations to completion and beyond.
Examples of areas of work undertaken include:
- General transaction planning
- Private company sale and purchase
- Producing and negotiating transaction documents such as share purchase agreements
- Mergers and demergers
- Pre and post-sale structuring including intra-group acquisitions, disposals and hive-ups
- Business and assets sale and purchase
- Seller and buyer due diligence
- Advising on post-completion restrictive covenants and business protection measures
Shareholder Protection, Corporate Advice and Employee Incentives
From start-up businesses through established SMEs right up to large multinational corporations, it is important that a business is adequately protected.
We advise companies, partnerships, joint ventures and other trading entities, as well as their owners, directors and shareholders, on the regulatory framework within which they operate and day to day matters which arise.
We also assist with planning and setting up arrangements to incentivise key employees including setting up EMI and other employee share incentive plans. Employee share incentive plans are used to recruit, retain and motivate employees. They are also used to help align the interests of employees, particularly senior executives, with those of shareholders and to encourage senior executives to consider the best interests of shareholders in their management of the business. This can be particularly important where a business is planning for an exit.
Examples of corporate advisory work undertaken are:
- Shareholder Agreements
- Board disputes
- Company secretarial advice
- Articles of association and company constitutional issues
- Corporate governance
- Directors’ duties
- Financial distress and insolvency
- Shareholder disputes
- Share capital (issues, buy-backs, reductions and restructurings)
- Employee share option plans including EMI schemes
- advising directors and shareholders on personal guarantees and securities
“We have been working with Clarke & Son on large-scale transactions and general commercial work which is integral to the future growth plans and aspirations of our business.
The whole process has been very intense and has involved a lot of technical legal advice. Fortunately, we have had the team in place to help us with this. We would have no hesitation in recommending the Clarke & Son team”
Jasper Cuppaidge, Camden Town Brewery Ltd