Commercial

Thomson Snell & Passmore advises on sale of specialist environmental consultancy

Thomson Snell & Passmore has advised Dr Peter Fisk and his wife Carol in relation to the sale of their company, Peter Fisk Associates Limited, in a management buy-out to the existing management team comprising Oliver Warwick, Louise McLaughlin and Ros Wildey. 

Case Studies on Force Majeure and Frustration

Thomson Snell & Passmore has been asked to support a number of clients in the events and hospitality industry with contractual queries relating to the COVID-19 outbreak.

CML Microsystems Plc Acquires Plextek RFI Ltd

Leading South East law firm Thomson Snell & Passmore confirms that CML Microsystems Plc (“CML”), which designs, manufactures and markets semiconductors, primarily for global communication and solid state storage markets, has acquired 100% of the share capital of UK-based Plextek RFI Ltd ("PRFI").

Thomson Snell & Passmore advise educational software company on terms of business and data protection

Thomson Snell & Passmore advises on MBO

Thomson Snell & Passmore has advised on the management buy out of a Kent based fresh produce supplier.

Thomson Snell & Passmore advise SMP Group PLC on investment in software company

Thomson Snell & Passmore has advised SMP Group on its investment in software company, Swoop Applications Limited.

Thomson Snell & Passmore advises on a company restructure

We recently advised our client, a Kent and Sussex based garden centre and horticulture production business, on its transfer into a new holding company.

Client's intellectual property license updated to deal with new commercial structure

Our client had an intellectual property licensing agreement in place with a US licensee. The client had recently agreed new commercial terms with the licensee and wanted the agreement updated to reflect the new commercial agreement.

Thomson Snell & Passmore advises on the sale of a medical malpractice insurance brokerage

We advised Foley Healthcare Limited, a medical malpractice insurance brokerage, on its acquisition by Stackhouse Poland Holdings Limited.

Preparation of a Distribution Agreement for the supply of anti-ligature products to the healthcare sector

The Commercial department here at Thomson Snell & Passmore recently prepared a Distribution Agreement for the supply of anti-ligature products to the healthcare sector.  

Group restructurings throughout the busy Christmas period

The Corporate and Commercial team at Thomson Snell & Passmore recently completed two group restructurings throughout the busy Christmas period.

Nurture Landscapes completes three acquisitions

The Corporate & Commercial team here at Thomson Snell & Passmore is delighted to say that it has recently assisted Nurture Landscapes in its three recent acquisitions (Eco Landscapes, Demita Plants and Jordans Interiors).

Thomson Snell & Passmore provide guidance on the Commercial Agency Regulations to a UK subsidiary

Our client is a specialist alloys supplier based outside of Europe, with a UK subsidiary. Our client wished to formalise the relationship between the subsidiary and a sales agent in another part of Europe.

Thomson Snell & Passmore advises a new data business on data protection compliance

Our client, Lifeproven Limited is working on an exciting new data initiative aimed at understanding how homes impact on health. We advised Lifeproven on the data protection implications of their venture, including starting a data audit in order to inform the preparation of an appropriately drafted privacy policy.

IT security software developer, terms of partnership

Advising a large software company in negotiations with one of the worlds top 10 retailers

Thomson Snell & Passmore advise wine retailer on terms of business

We advised an established wine retailer, Eurowines Limited, on a review and update of their terms and conditions of business. 

Thomson Snell & Passmore advise care home owners on sale of care home business in St Leonards-on-sea

We advised the owners on the sale of their residential care home in St Leonards-on-sea.

Thomson Snell & Passmore advise e-cigarette company on their terms and conditions

We advised a start-up e-cigarette vending company Vape Source Limited on their terms and conditions for locating a vending machine in a pub or similar venue.

Thomson Snell & Passmore advise property search start-up on their terms of business

We advised a start-up specialist property search business on the considerations for getting started including the choice of corporate forms and the benefits and disadvantages of each as well as terms of business.

Thomson Snell & Passmore advise nurture landscapes on their 19th acquisition

The corporate and commercial team here at Thomson Snell & Passmore is delighted to say that it has recently assisted Nurture Landscapes in making made its 19th acquisition. Nurture has bought Enterprise Plants, a company with £4m annual sales based in Upminster, Essex.

Thomson Snell & Passmore advises on the purchase of luxury self-catering holiday cottage business, Compton Pool Farm

Leading South East law firm Thomson Snell & Passmore have advised on the purchase of the highly successful luxury self-catering holiday cottage business, Compton Pool Farm. 

FORTEC Elektronik AG expands presence in the UK market

Leading South East law firm, Thomson Snell & Passmore, have advised FORTEC Elektronik AG as it consolidates plans to further strengthen its position in the UK data visualization sector.

Thomson Snell & Passmore advise on the sale of Weald Insurance to Broker Network

We advised the shareholders of Weald Broking Management Limited, the holding company of Weald Insurance Brokers Limited, in relation to the sale of the company to a newly incorporated special purpose vehicle (SPV).

Thomson Snell & Passmore co-ordinates asset purchase

We assisted an exhibition stand designer company with strategic succession planning via asset purchase.

Thomson Snell & Passmore advise the UK’s leading and longest established knife sharpening and food processing supplier on asset acquisition

We advised our existing family business client in connection with a business asset acquisition in the form of goodwill, stock and machinery.

Thomson Snell & Passmore co-ordinates funding and corporate restructuring of leading food processing equipment company

We assisted a long-standing 6th generation family business in the share sales of two shareholders followed by their resignation as directors on completion.

Thomson Snell & Passmore co-ordinates cross-border sale of global manufacturer

We advised in connection with the UK elements of the sale of a multinational corporation to a private equity fund via a combination of share and asset sales and purchase transactions.

Thomson Snell & Passmore advise long-standing client Colas Limited on their latest acquisition

Thomson Snell & Passmore has acted for national civil engineering firm, Colas Limited, a long-standing client of the firm, in respect of its recent acquisition

Thomson Snell & Passmore co-ordinates strategic share buy back

We acted for a specialist chocolate manufacturer on a share buy back leading to the exit of one of the key shareholders and directors.

Thomson Snell & Passmore advise specialist security door company on strategic acquisition

We acted for Sunray Engineering Limited on the acquisition of Prestige Fire Door Services Limited; a specialist designer, manufacturer and installer of specialist fire doors.

Thomson Snell & Passmore advise Kit 4 Kids Global Limited on £3.7 million investment

We assisted Kit 4 Kids on their £3.7 million development capital fund raise with Connection Capital.

Thomson Snell & Passmore advises local South East business on IT contracts and data protection compliance

Leading South East law firm Thomson Snell & Passmore has successfully advised block management software company, Resident Property Management Ltd, in updating their standard customer licence agreement for Resident's proprietary block management software.

Probate sale of complex farming estate and farming business

TSP’s multi-disciplinary team were able to provide a seamless, expert and sensitive service to a farming family with a farming company and a mixture of residential and agricultural property.

Securing the wealth of the next generation of a Kent farming family

Gilbert Green leads a multi-disciplinary team which has provided advice to a leading farming family on the sale of land for development, the purchase of new land and the efficient structuring of their existing holdings.

Sale of treasured family farm

Penelope Edgar acted on the sale of three lots of former agricultural land. The sale was both complex and sensitive as the family had grown up on the land and were sad to lose it.

Getting the most from the sale of family land

Penelope Edgar negotiated the sale of the last of a family’s land to their commercial tenant. The deal included overage provisions to ensure that our clients will receive a share in the event that the land is developed in future.

A commercial approach to a sand and gravel lease

Sue Lister worked to a tight deadline to prepare complex documentation in support of our client’s commercial deal. Her approach ensured everything completed on time.

Agreement for the provision of cold storage services

Our client is a multi-temperature warehousing and logistics business and provides integrated supply chain solutions for local, regional and national companies in the UK.

Contract for the manufacture and supply of nut products

Our client sources nuts and seeds from around the world and is one of the leading UK-based nuts and seeds processors.

Shareholders’ agreement & company advice

Our client is a world wide supplier of geophysical products and services, including software and the manufacture of geotechnical marine equipment.

Sale of pub as a going concern

Our client owned a pub in the heart of the Worcester countryside, which he wished to sell as a going concern.

Acquisition of recycling plant as a going concern

Our client is a multi-functional construction organisation, working within the reinstatement and building sectors. We were instructed to advise on the acquisition of the assets of a recycling plant.

Thomson Snell & Passmore completes sale of a mobile telephone retail franchise

Thomson Snell & Passmore has recently advised a seller on the sale of his mobile phone retail business.

Advice on Trademark licenses

Advice on Trademark licenses  

Advice on Intellectual Property licensing issues related to insolvency

Advice on Intellectual Property licensing issues related to insolvency

Advice on licensing plant varieties in the UK

Advice on licensing plant varieties in the UK

Sale of Hitec Laboratories to American company Mitratech Inc

Thomson Snell & Passmore acted for the shareholders of a longstanding client of the firm, Hitec (Laboratories) Limited, a company which specialises in risk solution applications and information management, in the sale of the entire share capital of their company to Mitratech Inc.  

Acting for a longstanding client in their most recent acquisitions

During 2016, Thomson Snell & Passmore acted for a longstanding client of the firm, Nurture Landscapes Holdings Limited, in respect of three acquisitions.  

Advice on the sale of Pure Asphalt Company Limited to IKO Plc

Thomson Snell & Passmore acted for the shareholders of Pure Asphalt Company Limited in relation to the sale of their shares in the company to IKO. Nick Gabay, a Partner in the Corporate & Commercial Team, led on the transaction.

Advice on Fox Print Services Acquisition of Mastercolour Plc

Thomson Snell & Passmore acted for Fox Print Services (Tunbridge Wells) Limited in relation to its acquisition of the entire issued share capital in Mastercolour Plc. Nick Gabay, a Partner in the Corporate & Commercial Team, led on the transaction.

Acquisition of Attitude Magazine

Thomson Snell & Passmore acted for Stream Publishing Limited in relation to its acquisition of Attitude Media Limited. Nick Gabay, a Partner in the Corporate & Commercial Team, led on the transaction.

Advising Parcel ABC Limited on their start-up and trading terms

Advising Parcel ABC Limited on their start-up and trading terms

Sale of Liz Dove Limited to Cook Trading Limited

We acted for the shareholders of Liz Dove Limited in relation to the sale of that company to Cook Trading Limited.

Thomson Snell & Passmore advises Centron Diagnostics Limited on its technology sale to international US company

Thomson Snell & Passmore has advised Centron Diagnostics Ltd, a spin-out company from King's College London, in relation to the sale of its central blood pressure monitoring technology and assets to SunTech Medical Inc, a global leader in clinical-grade, non-invasive blood pressure measurement solutions.

Purchase of a Rwandan tea estate

Thomson Snell & Passmore advises global tea giant on strategic international acquisition.

Infringement of a software company's intellectual property rights

We were recently instructed to act for software development company, to defend the alleged infringement of another company’s intellectual property rights.

Advising a US based client on R&D agreements

Our US-based client has substantial farming operations in California, Texas and Florida. Our client had identified an opportunity to work with a UK grower to produce celery in both the UK and Spain.

Advising a leading regional care home on new terms and conditions of residence

Our client owns and operates 15 care homes throughout Kent and the South East and required us to prepare new terms and conditions of residence for its 3000 care home residents.

Preparation of standard terms and conditions

We acted for an events management company and prepared their standard terms and conditions.

Enforcing the retention of title provisions

Our client supplies and installs air and water valves. Our client had existing terms and conditions but had encountered difficulties with enforcing the retention of title provisions.

Getting the most out of a patent

Our client had been approached by the owner of a patent which related to golf equipment and, following their initial discussions, our client identified an opportunity for it to exploit the patent commercially by manufacturing and distributing a new golf-related product.

SC Motor Factors Limited Accelerates Plans for Growth

Thomson Snell & Passmore advised SC Motor Factors Limited in relation to a significant private equity investment from HgCapital.

COVID-19: Managing disruption in the food retail sector

COVID-19: Forbearance and waiver in relation to payments

COVID-19: the importance of electronic signatures

COVID- 19: The Health Protection (Coronavirus, Restrictions) (England) Regulations 2020

COVID-19 – Coronavirus Act

COVID-19: Understanding how the Covid Corporate Financing Facility (CCFF) can help your organisation

COVID-19 and your contractual relationships

COVID-19: UPDATED: Companies House changes

COVID-19: guidance on business support

COVID-19: guidance in relation to data protection

COVID-19: Understanding how the business interruption loan scheme can help your organisation

COVID-19: How Companies House changes could impact on businesses

Nurture Landscapes makes 24th and 25th acquisitions

Thomson Snell & Passmore supports long-term client with continued growth plans

COVID-19: understanding how Coronavirus can impact commercial contracts

COVID-19: understanding how Coronavirus can impact commercial contracts

The Budget: Our thoughts

Survival of the most adaptable

Written agreements and why they matter

As much as us lawyers love to draft contracts (the longer the better!) you don’t need a written agreement to make a contract. This is obvious really – no one demands your signature to buy a Wispa at the corner shop – but when matters are beyond the merely routine, a written agreement is essential in ensuring that risks are agreeably allocated, there is consistency of understanding between the parties and that all the aspects of the agreement needed to make the agreement work, are included.

How to protect your interest in a business during a divorce

Despite the best intentions of the spouses and their legal representatives, divorce is often a traumatic and difficult process. Divorce proceedings are frequently complicated and protracted and the animosity between the parties will often increase where there is a family business.

Reminders for Data Protection Day for UK based businesses

If you control personal data, you will need to register with the Information Commissioners Office (ICO) and pay a fee unless you are exempt. You can check whether you are required to register here: https://ico.org.uk/for-organisations/data-protection-fee/self-assessment/

Protecting your ideas: what you need to know about the law of confidence and NDAs

During the bit between Christmas and New Year, it is great to watch old movies and eat leftovers, but there is also plenty of time for the mind to wander.

Signatures for the digital age

Business people often type their name at the end of emails setting out agreements. And some have taken to inserting images of their signatures onto documents with a signature block, but most will not have considered whether this actually constitutes valid execution of a document. 

The modern day must have for anyone starting a business

The internet recently celebrated its 30th anniversary and at the risk of sounding trite, it has changed everything about how start-up businesses work.

Thomson Snell & Passmore confirm completion of the sale of KH Engineering Services

Thomson Snell & Passmore is delighted to confirm completion of the sale of KH Engineering Services (KHES), one of the UK's leading providers of mechanical and electrical engineering for the rail and transport sector.

In Good Faith

It sounds harmless enough. Who wouldn’t want to deal with their counterparties “in good faith?” But these three little words, like their more famous counterparts, can imply more than was intended when included in a commercial contract.

Risk Management – how business managers can be proactive

There is an art to running a business that is quite separate from the goods or services you are providing. 

Brexit - what if?

It is fair to say, that businesses are still mostly uncertain about what impact Brexit will have on them.

Navigating Family Business Politics

Family businesses have their own internal dynamics and complexities - this article examines some of the pitfalls and challenges both for family members, and those on the outside.

FAQ: Budget 2018

With the Budget recent announced, the last before the UK is set to leave the EU, we consider a few of the key changes which will impact on individuals and businesses.

Thomson Snell & Passmore advise on another successful Nurture Landscapes deal

Leading South East law firm Thomson Snell & Passmore is pleased to announce the completion of another successful acquisition by its client Nurture Landscapes Limited. Grace Landscapes Ltd has recently been welcomed into the Nurture family and officially became part of the Nurture Group on 1 October 2018. 

Is your company’s constitution fit for purpose?

A common theme which is shared among many business owners and directors in the UK, operating as a private limited company, is that they often have no idea what their company’s constitution contains, let alone where to find it.  

How family business can stay entrepreneurial

Every business needs to remain entrepreneurial. However, a family business faces unique challenges as growth and changing needs of the business will often come at the same time as the family grows and the involvement of family members in the business changes.

Are you lining up funding for your start up? Here are three reasons you should speak to a lawyer

How to survive your family business

Family businesses are the backbone of the UK economy. Two thirds of UK businesses are currently family owned, which generate over a quarter of the UK’s GDP. It is therefore somewhat surprising that only around 30% of family businesses survive the transition to the second generation, with only 12% making it to the third.

Historic law firm advises on MBO (Management buyout)

South East law firm Thomson Snell & Passmore has advised on the management buyout (MBO) of a London-based theatrical goods retailer.

For your business - October 2018

As a firm, we take pride in being a constant in a changing world. We hope this collection of articles will be helpful and provide food for thought on a number of topics. 

TSP Connect Seminar: Acquisition, Funding for Growth and Exit Strategies - Bridgewood Manor, Chatham, Kent

Thomson Snell & Passmore hosted a seminar for over 35 attendees discussing acquisitions, growth and exit strategies for businesses and business owners. 

Motorline joins Audi franchise with Inchcape dealership acquisition

Motorline Group has added Audi to its list of car manufacturer partners with the acquisition of the East Kent Audi franchise from Inchcape.

Handing over the reins: Tips for planning succession

For the founder of a business, putting in place a succession strategy and exiting the business can be a difficult process. Where some of the founder’s family are also involved in the business, that process can be further complicated by competing interests and differing visions. 

A step back in time with the Food and Drink Networking Club

If you work in the food and drink industry and would like to come along then please get in touch.

Update for companies with EMI plans

It was announced by the European Commission on Tuesday that it has approved the continuation of the UK Enterprise Management Initiative (EMI) scheme.

Supporting Nurture Landscapes as they bloom

As the award-winning Nurture Landscapes celebrates its 10th anniversary, we speak to managing director Peter Fane about the company’s exponential growth – including its most recent acquisition, which has nearly doubled its turnover.

Important news for companies considering granting EMI share options

Investing in a UK business – how to protect yourself

Exit on the horizon? 5 reasons to sell to a management team

Working with family businesses and SMEs, we know that succession planning is a common headache for owners.

Motorline takes over Hyundai digital stores

Leading South East law firm, Thomson Snell & Passmore, have assisted the Motorline Group in taking over the full operation of the Hyundai digital stores in Bluewater and Westfield Stratford from Rockar. Motorline have also taken over the Hyundai Aftersales Centre in Dartford.

Motorline invests further in Lexus

Leading South East law firm Thomson Snell & Passmore have assisted the Motorline Group as it closes off the year with another acquisition - the purchase of Lexus Bristol.

FAQ: Frequently asked questions from across the practice

Every month we answer frequently asked questions from across the practice and bring them together to help bring clarity to your legal needs. Each of the sections below lead off to a more comprehensive bank of information.

Contract catastrophes: 5 common dangers in contracts and how to avoid them

Contracts form the basic features of any business and play a significant part in how you carry out your business. It is also a very common area for mistakes with even the simplest agreements proving challenging. The following reveals the most common errors and the best way to avoid them.

Motorline acquires again to strengthen Nissan market in the South of England

The Motorline group has recently completed another acquisition to add to its series of business purchases over the last few years.

Cot mattress maker Kit for Kids in Sevenoaks raises £3.7m from investors

A cot mattress manufacturer has secured £3.7 million from investors to meet growing demand in the UK and abroad.

The strengths and weaknesses of a joint takeover bid by PE firms

On 5 June Shawbrook Group received a revised takeover bid of £868m from Marlin Bidco, a company owned by private equity firms BC Partners and Pollen Street Capital Limited. This joint takeover bid was "final and not to be increased".

Award winning online retailer - commercial, IT & IP advice

 We have provided commercial

Landscape maintenance firm expands with acquisition

A national horticulture, landscape and grounds maintenance business with headquarters in Surrey has expanded with the takeover of a North West counterpart.

What is IP?

Intellectual Property (IP) is often referred to as “creations of the mind” and intellectual property rights help you to stop people from taking those creations without your permission.

Planning law: shifting foundations

As the government accelerates planning reforms, solicitors are tailoring their services to accommodate what are often contentious changes.

Owner managed businesses : tax-efficient wills for company directors

Owner-managed businesses : tax-efficient wills for company directors

What does Brexit mean for your IP?

Curious about how Brexit will affect your intellectual property (IP) rights after the UK leaves the EU? Here’s a high level summary of some key points to consider. 

Ask the expert

Joanne Gallagher, Partner and head of our Corporate and Commercial team speaks to Thinking Business about "data selfies" and how businesses can assess their compliance with the Data Protection Act of 1998.

Mitratech swoops for Hitec Laboratories

Partner, Nick Gabay from our Corporate and Commerical team speaks to Insider Media Limited about the purchase of Hitec by Texas-based Mitratech.

Brexit: what are the implications?

When the news broke about Brexit on 24th June 2016, our expert lawyers each wrote a round up of the implications that could potentially you and your business.

Family Investment Companies – an alternative to trusts

A Family Investment Company can be very beneficial for inheritance tax planning, asset protection and wealth accumulation.  Nicola Plant, Partner in our Tax Planning team, gives an outline of the Family Investment Company and its uses.

Brexit - there is a great deal to think about

Senior Partner, James Partridge speaks to the Times of Tunbridge Wells and describes the impact that the Leave vote will have on businesses and looks at five key areas including commercial contracts, dispute resolution, employment, commercial property and data protection.  

Brexit - what are the implications?

Following the much awaited UK referendum outcome, we have been thinking about what a Leave vote could mean and, set out below, are articles with our first thoughts.

When a merger between two companies fails

The following articles discusses why private and public acquisitions fall over, and how this can be prevented.  

Tunbridge Wells law firm Thomson, Snell & Passmore advise on setting up a local business

Starting a business takes a lot of work – there's no way around it, and it doesn't take an expert to know it. Even fairly skilled or experienced business people or entrepreneurs can struggle with the process – especially if there is a fair bit of competition to be had in their local area.

A person with significant control (PSC)

From 6 April 2016, all UK companies (other than publicly traded companies) and limited liability partnerships (LLPs) are required to create and maintain a record of people who own or control their company on a register of people with significant control (PSC Register). In this article, “company” includes “LLP”.

Contractual Variation

Globe Motors, Inc and others - v - TRW Lucas Varity Electric Steering Limited and another [2016] EWCA Civ 396

PSC Register - What you need to know

From 6 April 2016, nearly every limited company or limited liability partnership will have to hold a register showing every person who has significant control of it (a PSC). The new rules are very detailed and the aim of this information sheet is only to alert you to them. In the vast majority of cases, whether and how they apply will be obvious and will just cause more form filling. In a few cases, you will need to study the rules or take advice. Please click the download below to read our information sheet on the PSC Register.  

Sign at your own risk!

Warnings have been issued for Monday as February provides us with an extra day this leap year. Signing contracts or completing property transactions which refer to anniversaries of the date of agreement, could leave you waiting for a very long time.

Business Protection: 3 Steps to Effective Planning

Business owners will be familiar with the concept of business protection planning by way of death or critical illness insurance. This is crucial when considering the impact that the death or serious illness of a business partner or shareholder might have on the continued success, profitability and long-term value of their business.

Protecting your business

Many business owners, when thinking about protecting their business, insure against common business risks such as property damage, theft, third party liability and business interruption.  A few also look at keyman insurance to cover the risk of the owner becoming incapacitated because of some physical or mental condition or unplanned absence abroad but very few create a lasting power of attorney which will give an individual the authority to run the business in such situations.

FAQ: Corporate & Commercial

Q: My business partner and I run a successful company together.  We are both directors and each have a 50% shareholding.  We want to protect our shares should the unexpected happen and one of us dies.  How can we do this?

Private companies can now hold treasury shares

By James Partridge, Partner. Contact Thomson Snell & Passmore 01892 510000.

Agents & Distributors - Key differences

Changes to Data Protection Law

Community Interest Companies

Companies Act 2006 Auditor Liability

Company buy-back of shares: proceed with caution!

Corporate Manslaughter

Forming a new company limited by guarantee

Forming a new company limited by shares

Harmonisation of EU consumer protection law

MEES – Overview of issues for residential leases

PSC Register

Property management companies: directors' duties and responsibilities

Protecting Directors and LLP Members from Fraud

The Academies Act 2010

Trading online - website information requirements