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  • Overview

    This case study demonstrates the expertise of our Corporate, Real Estate and Employment teams who acted for Stourbridge College in relation to a rescue merger for Kidderminster & District Training Company Limited (KDTC).

    Stourbridge College is a further education corporation based in the Midlands. The College was formed under statute but is an exempt charity, who are subject to applicable provisions of the Charities Acts legislation.

    KDTC was a private training provider and as a charity was struggling to meet its obligations to its beneficiaries due to its financial difficulties and was looking to merge with another charity to improve its situation. The Board of Trustees of KDTC were in discussion with the Stourbridge College as to the possibility of KDTC dissolving and transferring its assets to Stourbridge as an existing receiving charity.

    It was believed that the merger could make for more effective use of resources in meeting the users' needs, and without the merger KDTC could no longer continue to operate as a going concern. As there was similarity in education and training activities and location between the two organisations, the synergy between the two charities lent itself well to the rescue merger, as the part of the strategic focus for Stourbridge is to contribute to further local and regional economic development through its work with employers being the quality choice for employers in chosen areas of training.

    Following a previous complex real estate development project upon which Thomson Snell & Passmore worked closely with Stourbridge College we were delighted to be asked to assist with this project and fielded a multidisciplinary team with lawyers from corporate, real estate, and employment providing input at various key stages of the transaction.

    We undertook an extensive legal due diligence exercise for the College and drafted and negotiated the transaction documentation, in particular the real estate element of the transaction played a significant strategic role in the merger. We worked closely with the management team at Stourbridge to implement the rescue merger in particular advising as to the feasibility of the various options, some of which required the Charity Commission's input and guidance and the approval of the Learning & Skills Council.

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