Corporate

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 & Lille 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

Sale of agricultural software company

Thomson Snell & Passmore advised the shareholders of a company which specialises in the development of software for growers and agronomists on the sale of their company for approximately £6 million.

Acquisition of ClinIntel Limited

Thomson Snell & Passmore advises ClinIntel Limited on its acquisition by global biopharmaceutical giant.

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.

Chameleon Net Limited - merger to create WPN Chameleon

Thomson Snell & Passmore advised London digital agency Chameleon Net Limited in relation to their merger with London direct marketing agency Watson Phillips Norman.

R. Swain & Sons Limited makes seventh acquisition

Thomson Snell & Passmore advised R. Swain & Sons Limited in relation to the acquisition of the business of Hallett Silbermann.

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.

Sale of Learning Disability Care Homes

Thomson Snell & Passmore’s top ranked corporate team acted on the sale of Kent based specialist healthcare provider High Quality Lifestyles Limited (HQL) to part of the Priory Group.

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.

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.

FAQ: Budget 2017

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

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.

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 - 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.

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.

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.

A succession plan means success

Founded more than 400 years ago in 1570, local law firm Thomson Snell & Passmore LLP has had its fair share of bosses.

Thomson Snell & Passmore’s Corporate team launches innovative tool for those looking to sell their business

Leading South East law firm Thomson Snell & Passmore is delighted to launch their new interactive legal guide to selling your business.

The problem with Ed Miliband's mandatory profit-sharing proposal

The subject of profit-sharing schemes was briefly back in the headlines recently when Ed Miliband proposed introducing a plan which made it compulsory for all businesses with more than 50 employees to set up a profit-sharing scheme.

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.

Share purchase agreement: validity of earn-out notice

What is an earn out? An earn-out is a general expression covering any mechanism where, on a corporate acquisition, the purchase price is determined (in whole or in part) by reference to the performance of the target company or business over a specified period of time following completion of the acquisition.

Private equity: BVCA model investment documents

The BVCA is the industry body for the UK private equity and venture capital industry. It has over 370 members representing the majority of UK-based private equity and venture capital firms and their advisers.

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.

Dividends: How to avoid declaring them unlawfully

Everyone knows what dividends are, but do you know the restrictions on how much you can pay as dividends and the consequences of getting it wrong?

Employee Share Incentives: Which is best for your business?

There are many types of employee share incentives. This article examines a few of them.

Legal Update: New legislation on Company Names

There has been useful company law reform in relation to restrictions on the choice and use of company names.

Protect your profits!

Incorporating a holding company above your trading company may enable you to protect your profits from creditors. This article explains how.

Deflation: Implications for your business

Is the prospect of deflation good news for your business? Probably, but not necessarily. This article examines ways you can mitigate the downsides.

A lesson from Gordon: Are all signatures binding?

Gordon Ramsay teaches us a lesson out of the kitchen: Is an electronic signature binding?

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.

US multinational buys ClinIntel Limited

Crawley based company, ClinIntel Limited, has been acquired by a US based global biopharmaceutical services organisation. This development brings a truly global dimension to ClinIntel’s capabilities.

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.

Company filings: simplifying the red tape

On 21 April 2014, the Department for Business, Innovation & Skills (BIS) published the government's response to its consultation on simplifying a company's statutory filing requirements.

Chameleon and WPN London merger

London based creative agencies Chameleon and WPN have recently merged to create a new enlarged London firm.

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.

ICAEW’s guide to cyber security in corporate finance

On 16 January 2014, the Institute of Chartered Accountants in England and Wales (ICAEW) together with a taskforce made up of representatives from key UK professional organisations (including the Law Society, the Takeover Panel and the London Stock Exchange), published a guide on cyber security in the context of corporate finance transactions.

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

Community Interest Companies

Companies Act 2006 Auditor Liability

Company buy-back of shares: proceed with caution!

Corporate Manslaughter

Court of Protection expert witness service

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