Corporate

Terms of agreement for a Fintech partnership

A summer of sunshine, sales and acquisitions

It has been a scorching summer for Thomson Snell & Passmore's Corporate team and not just because of the weather.

IT security software developer, terms of partnership

Leading South East law firm Thomson Snell & Passmore advises shareholders of Iphelion

Iphelion Limited, a UK-based template management company, has been acquired by BigHand Limited, a provider of digital dictation software & workflow solutions.

Thomson Snell & Passmore advise on purchase of the business and assets of a construction company

We recently advised our client in relation to a pre-pack purchase of the business and assets of a construction company that had gone into administration.

Thomson Snell & Passmore advise on purchase of shares in software and marketing company

We recently advised our client, a company specialising in the direct mail and marketing industry, in relation to the purchase of shares in an established software solutions company.

Thomson Snell & Passmore advise on employee buy-in and Shareholders’ Agreement

We recently advised our client, a specialist commercial insurance broker, in relation to an Employee buy-in and Shareholders’ Agreement, with the aim of incentivising a key member of staff and governing the relationship going forwards.

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.

Sale of the entire issued share capital of a building services company

We acted in the sale of the entire issued share capital of a building services company who provide consultancy services to the construction industry.

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. 

Thomson Snell & Passmore advises on sale of franchise business

Thomson Snell & Passmore has advised Goldex Investments Limited, a major Costa Coffee franchisee in the UK

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.

Advising Motorline on its strategic acquisition of Hyundai digital stores

We advised our long-standing client Motorline Group on its recent acquisition of two Hyundai digital stores in Bluewater and Westfield Stratford, and its acquisition of the Hyundai Aftersales Centre in Dartford.

Thomson Snell & Passmore advise the UK’s leading knife sharpening supplier on a second asset acquisition of the year

Following a successful asset acquisition in early 2018, we advised our existing family business client in relation to a second acquisition of the year.

Thomson Snell & Passmore advised on the Management Buy-Out transaction of Michael Parkes

Thomson Snell & Passmore advised on the Management Buy-Out transaction of Michael Parkes Surveyors Limited, a firm of Chartered Surveyors, Property & Planning Consultants based in Medway and London.

Thomson Snell & Passmore advises £25 million family run tyre-dealer business

We advised Kent based family-run tyre dealer and autocentre company, Watling Tyre Service Limited, in connection with a share purchase and restructuring transaction. The purchase involved the buy out of the minority shareholder.

Thomson Snell & Passmore advise on management buyout for office furniture company

We acted for an office furniture company in a management buy-out including cross jurisdictional negotiation.

Thomson Snell & Passmore advise on purchase of Aldenham Golf & Country Club

We advised a long-standing client, based in the construction industry on its purchase of Aldenham Golf & Country Club.

Thomson Snell & Passmore advise UK's leading & longest established knife sharpening and food processing equipment supplier

We acted for and advised the UK’s leading & longest established knife sharpening and food processing equipment supplier in relation to the purchase of shares and group restructure transaction.

Purchase of charity in administration

We acted for Real Group Limited, a professional training and education provider, in its purchase of assets of a distressed national charity, Dyslexia Action.

Purchase of organic farming company

We have acted for a longstanding individual client in connection with a recent business venture - the purchase of the entire share capital in a private family company involved in organic farming

Acting for longstanding client motor trade dealer group

Thomson Snell & Passmore has acted for the Motorline Group, a long-standing client of the firm in respect of its recent acquisitions of various dealerships across the South East, South West and the Midlands. 

Thomson Snell & Passmore advise Lavendar & Lillie Limited

The corporate team recently advised Lavender & Lillie Limited, a Kent based company which was established to supply luxury goods,

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.

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.

A very good firm

Our corporate team recently completed the purchase of one of the South East’s most popular, family friendly golf venues, Wexham Park Golf and Leisure Centre Limited (Wexham Park) for an undisclosed sum.

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

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

Purchase of a Rwandan tea estate

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

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.

Procter Consultancy Limited

This case study demonstrates the expertise of our Corporate, Commercial, and Employment teams who together advised the shareholders of Proctor Consultancy Limited on the acquisition of Procter by Imparta Limited. The case study is an example of how we can work closely with a client to achieve the intended result, however complex the transaction and however short the timetable is.

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.

Thomson Snell & Passmore advise Motorline on Audi double deal

Leading South East law firm, Thomson Snell & Passmore, has assisted the Motorline Group with a double acquisition as it increases its Audi portfolio with the purchase of the Maidstone and Tunbridge Wells Audi businesses from Inchcape.

Thomson Snell & Passmore acts on ingredients firm deal

South East law firm Thomson Snell & Passmore has advised on the sale of Henley Bridge Ingredients (HBI).

Case Analysis – Persimmon Homes Ltd v Hillier (Court of Appeal Decision)

Court of Appeal upholds High Court decision to rectify sale documents governing a sale of development land and order property developers to pay damages to major housebuilding company.

BEIS publishes consultation on corporate transparency and reform of the companies register

The Department for Business, Energy & Industrial Strategy are consulting on substantial new proposals to enhance the role of Companies House, increase the transparency of UK corporate entities and help combat economic crime.

How to sell a business

Welcome to Thomson Snell & Passmore’s legal guide to selling your business. Selling your business is one of the most important decisions a seller will ever make. For many business owners, entrepreneurs or management teams, it will often be unfamiliar territory.

How to buy a business

Welcome to Thomson Snell & Passmore’s legal guide to acquiring a business. The decision to buy a business is a major one for a company or individual and for many people, it will often be unfamiliar territory.

Thomson Snell & Passmore advises on SE10 MBO

Law firm Thomson Snell & Passmore, has advised on the corporate restructure and Management Buy-Out (MBO) of SE10, and its related group companies.

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.

How to sell a business, part 7 of 10: What happens if it goes wrong?

This week, we look at the problems that can arise after completion of a sale.

How to sell a business, part 5 of 10: Managing employment issues

Dealing with staff issues when selling your business can be one of the most challenging aspects of a corporate transaction. Managing employees before the sale and preparing them for life after can take up a large amount of a seller’s time.

How to sell a business, part 6 of 10: Managing Property Issues

If you are selling a business that uses commercial premises then the property aspects of the sale will be very important to a prospective buyer.

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.

How to sell a business, part 4 of 10: Surviving Due Diligence & Disclosure

This article will drill down into more detail on the due diligence and disclosure exercise. We will discuss how best to prepare (and survive!) this very important phase of the sale process.

How to sell a business, part 3 of 10: Understanding the process of selling your business

This week, we will consider the sale process as a whole. The Thomson Snell & Passmore online guide to selling your business provides an excellent overview of the main 8 stages of a sale. This article will drill into a bit more detail setting out ten tips for a successful sale based on our experience in this area.

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. 

How to sell a business, part 2 of 10: Structuring the 'exit' to achieve your goals

We will focus on a prospective seller who has put together their team of professional advisors and is starting to formulate their sales strategy.

How to sell a business, part 1 of 10: Preparing your business for an 'exit'

The term 'exit' is used a lot by business consultants, corporate finance managers, brokers, accountants and lawyers too. The term can have various meanings depending on the context but generally refers to a business owner's plan to sell their business.

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.

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.

£25 million independent tyre dealer and autocentre completes acquisition

Leading South East law firm Thomson Snell & Passmore have advised Kent based family-run tyre dealer and autocentre company, Watling Tyre Service Limited, this week in connection with a share purchase and restructuring transaction for an undisclosed sum.

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.

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.

Thomson Snell & Passmore advises Nurture on its fifth acquisition in the last 12 months expanding turnover to £35m

A national horticulture, landscape and grounds maintenance business headquartered in Surrey has completed its fifth acquisition in the last 12 months, with the latest deal taking its turnover to £35m and workforce to more than 500 employees.

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".

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.

Late payments: A cultural issue for SMEs?

The Federation of Small Businesses (FSB) has claimed SMEs account for 99 per cent of all private sector businesses in the UK. Although a large number of these businesses thrive, many SMEs struggle with basic cash flow issues as a result of late payments.

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 - 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.  

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.

Thomson Snell & Passmore completes sale of shares in industrial tyre business

Thomson Snell & Passmore’s corporate team has advised new clients in connection with the sale of their family business for an undisclosed sum to a US buyer.

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

Community Interest Companies

Companies Act 2006 Auditor Liability

Company buy-back of shares: proceed with caution!

Corporate Manslaughter

Data protection

Forming a new company limited by guarantee

Forming a new company limited by shares

Harmonisation of EU consumer protection law

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