Commercial

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.

Purchase of Banfield Refrigeration Supplies Limited

Thomson Snell & Passmore has helped a leading wholesale refrigeration company with the acquisition of a competitor based in Buckinghamshire.

Termination of contract – protection of IP rights

A manufacturer of industrial vehicles instructed our Dispute Resolution team to help terminate a contract it had made with another company to co-design and build 250 industrial vehicles.

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.

Defence of a £1million packing supply claim

Our Dispute Resolution Team was instructed to defend a £1m claim for alleged breach of a packing supply contract.

High Court distribution agreement claim

An international distributor of racing cars instructed our Dispute Resolution Team to pursue a claim in the High Court in London, concerning its distribution agreement with the UK manufacturer.

Supply of a defective product causing catastrophic failure

We acted for a company that designs, manufactures and supplies electrical equipment and components around the world, in connection with the alleged supply of a defective product to an oil rig.

Fashion house trade mark dispute

We were instructed in relation to a trade mark dispute by a fashion house, which designs and sells bespoke menswear.

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.

Advising a client on manufacturing agreements protecting our client’s rights and interests

Our client had developed the recipe for a new type of sauce or condiment. Our client’s sister company had already successful exploited the sauce in the US and was looking to manufacture and supply the sauce in the UK.

Advising our client on a research and development agreement for commercial exploitation

Our client supplies plant-based products and, working in collaboration with a research group at a University, our client was looking to develop new products for commercial exploitation.

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.

Thomson Snell & Passmore advise on sale of online tax news service to Wolters Kluwer

Thomson Snell & Passmore advised Business Seminars International Limited (BSI) on the sale of its business to Wolters Kluwer, the leading provider of information, research and software tools in the global tax and accounting arena.

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.

FAQ: Budget 2017

Q. The budget seemed ‘much ado about nothing, did I miss something?’

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

Brexit: What does it 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.  

FAQ: Budget

Q. Was there any good news for SMEs in the Budget? A. Whilst not transforming the landscape for SMEs, there was certainly some good news.  The Chancellor looked to shift some of the tax burden onto large corporates, giving him some room to assist smaller businesses.

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.

Design & style lead to success

Thomson Snell & Passmore advises on a merger in the global couture dancewear market.

Buying back a business partner’s shares

In the latest installment of MexxaMixx, Faye looks at a buy back of a business partner's shares

Grounds maintenance company snapped up

A Hampshire-based grounds maintenance company which has "more than 100 years of experience within the landscape industry" and works with some of the UK's largest blue chip organisations has been snapped up.

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.

Serious financial difficulties and the liability of trustees

By its winding up order, made on 20 August 2015, the High Court laid upon the mortuary table the corpse of Keeping Kids Company.  

Compliance with the Groceries Supply Code of Practice.

The Groceries Code Adjudicator (the GCA) has released the results of its latest survey into retailer compliance with the Groceries Supply Code of Practice (the Code).

Couple's divorce may affect family company

MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces. Steven, one of the directors, approached us for advice on the steps the company needs to take to deal with the resignation of another director and the transfer of her shareholding.

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?

Thomson Snell & Passmore fosters future growth with 10 internal promotions

Leading South East law firm Thomson Snell & Passmore has announced a wave of internal promotions.

Dispute with a manufacturer

MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces.

Thomson Snell & Passmore wins Runner-up at Kent Corporate Finance Alliance Deal of the Year Awards

Thomson Snell & Passmore it pleased to announce it has won Runner-Up Deal of the Year at the Kent Corporate Finance Alliance (KCFA) Awards 2014.

Getting the products into a major supermarket

MexxaMixx is a Kent-based business which manufactures and sells a range of Mexican style cooking sauces. Its operations recently expanded and it was ready to sell its products in a leading supermarket’s stores across the UK. Thomas, one of the directors, approached us, for advice on the supply contract which had been prepared by the supermarket.

Comments on the Budget

The Chancellor has delivered a very responsible and disciplined Budget. There were very few giveaways and no rabbits pulled from the hat, so he resisted the temptation to be as overtly political as many had suspected.

Protecting the brand and the recipes

MexxaMixx now has an established brand and sales are increasing (both online and at various specialist food stores around the South East). Thomas and Steven realise that there is real value in both the brand name and the sauce recipes. They approached us to find out how the brand and recipes can be protected to stop anyone from copying them.

Cyber-security: Are you protected?

Cyber-hacking and phishing are problems facing all businesses around the world. What can you do to protect yourself?

Board games and misbehaviour: A tug of war between directors and shareholders

What happens when the directors and shareholders in a private company are the same people and those individuals no longer see eye to eye?  

An exciting new company launches in Kent: Mexxa Mixx

These case studies were serialised in the Kent and Sussex Courier, but are collated together in this case to show all of the different stages a company can go through and how we can assist. MexxaMixx is a ficticious Kent-based business which manufactures and sells a range of Mexican style cooking sauces.

You have to know the legal elements of trading online

Over the last month MexxaMixx’s local success has gone from strength to strength. The cooking sauce business is now looking to trade online.

Boards Behaving Badly

This article was first published in theCsuite.co.uk on 12 February 2015.

Steps to help protect your school from money laundering

A report, published in October by The Independent and the Organised Crime and Corruption Reporting Project, revealed that Millfield School in Somerset is alleged to have unwittingly received payment of school fees from foreign criminals.

An exciting new Kent based business venture

For the past year, Kent based brothers Thomas and Steven Parks have been manufacturing and selling a range of Mexican style cooking sauces. The business is called MexxaMixx and is currently being run out of Thomas’ home.

Terra Firma private equity

Terra Firma bought Four Seasons for £825 million in 2012, but it has suffered financially due to high staff costs and a squeeze on fees paid by local authorities.

Thomson Snell & Passmore celebrates keeping its Super Lawyer ranking

Leading South East law firm Thomson Snell & Passmore is delighted to announce that Joanne Gallagher, partner in the Corporate and Commercial team, has been selected for a second successive year running as 2014 London Super Lawyer.

The Perils of Unwritten Agreements

“In good times your friends get to know who you are. In bad times, you get to know who your friends are.”

Former Kingsley Napley head of CoCo joins Thomson Snell & Passmore

Leading South East law firm Thomson Snell & Passmore is delighted to announce that Keith McAlister has joined the firm as a partner in their Corporate & Commercial department. Keith joined the firm on 18 September.

A public register of companies’ beneficial ownership – Benefit or burden?

Article first published in Real Business in May 2014.

Academy change ‘painless’ thanks to law firm advice

Article first published in Kent Messenger on 4 April 2014

TS&P co-sponsor Start Up Business of the Year award - KEiBA 2014

Thomson Snell & Passmore are proud to be co-sponsoring the Start Up Business of the Year award at the 2014 KEiBA business Awards.

Private companies can now hold treasury shares

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

Confidentiality Agreements: Lessons from the Dorchester

By Nick Gabay, Partner. Contact Thomson Snell and Passmore 01892 510000.

Entire agreement clauses

By Nick Gabay, Partner. Contact Thomson Snell and Passmore 01892 510000.

Good news for unincorporated charities

By Nick Gabay, Partner. Contact Thomson Snell and Passmore 01892 510000.

Piercing the corporate veil?

By Harriet Serpis, Solicitor. Contact Thomson Snell and Passmore 01892 510000.

“Hello Kitty Secret Garden” to launch at Drusillas

Drusillas Park has recently completed a deal with Japanese company Sanrio and will be launching a brand new attraction in Spring 2014 to be known as Hello Kitty Secret Garden.

Children Doing Business on the Internet

By Fiona Dott, Solicitor. Contact Thomson Snell and Passmore 01892 510000.

Protecting Against Cyber Attacks

From the NHS to LinkedIn, there has been a growing number of high profile cyber attacks resulting in data security being compromised in recent years.

Q & A: Doing Business with Young People

By Fiona Dott, solicitor in the Corporate & Commercial team. Article first published in a leading daily broadsheet newspaper.

The value of having a portfolio of domain names

By Fiona Dott, solicitor in the Corporate & Commercial team.

Q & A: Varying terms of a contract

By Fiona Dott, solicitor in the Corporate & Commercial team. Article first published in a leading daily broadsheet newspaper.

Five things you should know about new rules that make it easier to buy back shares

By Nicholas Gabay, Partner. Article first published in Construction Manager online 2 June 2013.

Thomson Snell & Passmore Advises Stourbridge College

Leading South East law firm Thomson Snell & Passmore has advised Stourbridge College, in connection with its merger with Birmingham Metropolitan College. The merger completed on Friday 31 May forming one of the largest and most significant further education providers in the country.

Reporting obligations under the Statistics of Trade Act 1947

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

New regulations for registration of charges

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

Non-Executive Directors – Make sure that you are on the right side of the law

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

Looking for an investor? Beware of the financial promotions regime

By Nick Gabay, Partner. Contact Thomson Snell and Passmore 01892 510000.

Good news in relation to employees’ share schemes

By Nick Gabay, Partner. Contact Thomson Snell and Passmore 01892 510000.

Staying together for the sake of the Company

By Joanne Gallagher, Partner in the Corporate & Commercial Team. Article first published in Spear's online 7 May 2013.

Thomson Snell & Passmore advise in Footesmusic investment

Leading South East law firm Thomson Snell & Passmore has advised Footesmusic Limited (Footesmusic), owner of Foote’s, the famous London music shop, on an investment in the business and its move to newly refurbished premises in Bloomsbury.

Thomson Snell & Passmore celebrates its Super Lawyers

Leading South East law firm Thomson Snell & Passmore is delighted to announce that Joanne Gallagher, partner in the Corporate and Commercial team, has been selected as 2013 London Super Lawyers. Alex Lewsley, a senior associate in the Commercial Property team, was also recognised as a “Rising Star.”

Businesses react to Budget

Budget measures for small firms will be too late, according to John Longworth, director general of the British Chambers of Commerce (BCC).

Agents & Distributors - Key differences

Business Structures

Changes to Data Protection Law

Community Interest Companies

Companies Act 2006 Auditor Liability

Company buy-back of shares: proceed with caution!

Corporate Manslaughter

Data protection

Forming a new company

Harmonisation of EU consumer protection law

PSC Register

Protecting Directors and LLP Members from Fraud

The Academies Act 2010

Trading online - website information requirements