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Our approach

Our award winning team of experienced corporate and M&A lawyers, based in Kent and acting for clients nationally, provides highly commercial advice to help ambitious, mid-market businesses develop and grow. Our clients appreciate our outstanding service, speed of response, availability of lawyers and clear advice. We work with a wide range of clients, from directors of large companies, AIM or listed companies, through to family and owner managed businesses and entrepreneurs. We have particular expertise in the corporate mid-market space across London, the South East and nationally.

We place an emphasis on understanding your commercial strategy to help us form part of your team of professional advisers. Our legal advice is not provided in isolation, and our focus is always on achieving your overall commercial objectives.

Our size and range of experience and expertise means we have the bench strength to bring in specialist lawyers at all levels to assist on relevant matters. We draw on support from the firm’s very strong Real Estate, Employment and Private Wealth teams to provide clients with a comprehensive service. In addition, we can advise on competition, pensions, corporate tax and commercial/IP/IT/data matters.

We regularly advise on highly complex and cross border transactions, for both domestic and international clients. We consistently receive glowing feedback from both our clients and industry peers.

Whether you instruct us to help you sell your business, acquire a company, restructure your share capital, raise finance or advise on the most appropriate vehicle structure for your business, our corporate and M&A lawyers will drive every transaction with energy, determination, intelligence and resourcefulness to ensure you achieve the best outcome.

The team are highly skilled lawyers, operating effectively and efficiently. They are able to communicate complex scenarios and technical points to their clients in an understandable manner and ensure the client has a full understanding of the transaction. They are exceptionally responsive and work collaboratively with the clients other advisors to achieve shared objectives.

Mergers & acquisitions: buy-side

Our dedicated team of Corporate and M&A lawyers, based in Kent but acting for clients nationally, provides practical, straightforward advice, working collaboratively to get deals completed in the most efficient, timely and cost effective way.

Our lawyers are commercial and approachable, adhering to highly professional standards to drive the deal through. Our approach focuses on saving time and money by ensuring the work is completed at the correct level, and by appropriately utilising our multi-disciplinary team.

We have extensive experience of advising on complex M&A transactions; often undertaking work with a private equity element, as well as cross border international work. We regularly support on transactions with complex corporate structures and have specific expertise in the corporate mid-market space. As such, we really understand the challenges involved in an acquisition, reporting on the ‘red flags’ in diligence, adopting a collaborative approach to negotiations, and closely project managing the transaction to completion.

We understand that each transaction requires a bespoke approach. We seek to develop an understanding of your business and commercial strategy from the outset of our relationship. We then harness our expertise to provide advice that contributes to this, and work tenaciously with you to help achieve your objectives.

Clients value our direct approach, acting as an extension of their team and integrating seamlessly with their other professional advisers. If needed, we can use our close relationships with corporate finance firms and other advisers to help you build your project team.

This approach has seen our work on M&A deals repeatedly recognised in the industry, most recently being awarded ‘Deal of the Year (Over £10m)’ at the Insider Dealmaker Awards 2022. We also won Corporate Law Firm of the Year at the same Awards.

We have a large team, with the bench strength to bring in specialist lawyers at all levels for our clients. As part of a full service law firm, we regularly work alongside colleagues from our Real Estate, Banking & Finance, Employment, Pensions and Corporate Taxation teams, to efficiently and effectively handle all aspects of M&A transaction.

Our experienced M&A (buy-side) lawyers regularly advise on:

  • Private company share purchases
  • Business and asset purchases
  • Private equity-backed investments
  • Minority investments
  • Auction processes
  • Transaction planning and structuring
  • Legal due diligence.

Their expertise in this sort of deal was considerable, and they foresaw all the likely issues, and addressed them well ahead of time, meaning that there were no hold ups to completing the deal or any nasty surprises.

Mergers & acquisitions: sell-side

Our expert corporate and M&A lawyers, based in Kent but acting for clients nationally, have extensive experience of working with business owners and managers in the corporate mid-market space, looking to exit or pursue further investment in their organisation. We act as a true partner, developing a thorough understanding of your business and working collaboratively as part of a wider team of professional advisers to help you achieve your objectives.

Through years of combined experience, we recognise that each sale transaction is unique. We work closely with you from the outset to understand your particular objectives and then work tenaciously to drive our deals forward to deliver the project smoothly and within your timeframe. We cut through the detail and legal jargon so you feel confident when you instruct us. We take on a flexible approach, and offer pragmatic advice and effective project management. This is key to us delivering an exceptional service for all of our clients.

This approach has seen our work on M&A deals repeatedly recognised in the industry, most recently being awarded ‘Deal of the Year (Over £10m)’ at the Insider Dealmaker Awards 2022. We also won Corporate Law Firm of the Year at the same Awards.

We have extensive experience of advising on complex M&A transactions; often undertaking work with a private equity element, as well as cross border international work. We regularly support on transactions with complex corporate structures and have specific expertise in the corporate mid-market space. As such, we really understand the challenges involved in a sale of assets or shares and regularly advise on deals valued above £10m+.

We have a large team, with the bench strength to bring in specialist lawyers at all levels for our clients. As part of a full service law firm, we regularly work alongside colleagues from our Real Estate, Banking & Finance, Employment, Pensions and Corporate Taxation teams, to efficiently and effectively handle all aspects of M&A transaction.

Our experienced M&A (sell-side) lawyers regularly advise on:

  • Exit and succession planning
  • Private company share sale
  • Business and assets disposals
  • Auction sales
  • Transaction planning and structuring
  • Pre and post-sale preparatory work
  • Legal due diligence / disclosure.

Extremely professional and well organised department. Interdepartmental communication was excellent. It was never too much trouble to explain things in layman's terms.

Private equity & venture capital

Our corporate team has expertise in advising on a variety of private equity and venture capital transactions (including acting for investors, founders, management teams and the private equity & venture capital houses themselves).

We understand the specific aspects of both private equity and venture capital–backed deals and how they fundamentally differ from traditional M&A transactions. Acting for a wide range of clients enables us to appreciate and understand each party’s interests in the deal, which ultimately helps all parties achieve their commercial objectives.

We offer a full transactional service, which is tailored depending on your requirements. Our service includes structuring and agreeing term sheets in collaboration with our tax adviser, legal due diligence, warranty protection, disclosure and the drafting of the key documentation. We will harness our specific sector and practice area expertise to advise you on the usual challenges presented in such markets.

We have a large team, with the bench strength to bring in specialist lawyers at all levels for our clients. As part of a full service law firm, we regularly work alongside colleagues from our Real Estate, Banking & Finance and Employment teams, to efficiently and effectively handle all aspects of a private equity transaction.

We regularly assist our clients in relation to:

  • Early stage investment and funding, including business angel and institutional investor funding
  • Secondary financings and buy-outs
  • Venture capital investments
  • Management buy-outs
  • Management buy-ins
  • Structuring debt and equity investment
  • Exits.

Extremely diligent and commercial. Jason Varney is pragmatic, personable and has exemplary gravitas and charisma to make us want to instruct him repeatedly.

Banking & finance

Our Legal 500 and Chambers UK ranked Banking & Finance practice provides an expert service to borrowers and lenders on transactions of varying sizes and levels of complexity. From unsecured borrowing by SMEs, to acquisition and real estate finance deals worth £25m+.

Working closely with our Real Estate Finance colleagues, as well as key partners such as lenders, alternative SME finance providers, corporate financers and accountants, our banking and finance lawyers take a practical, bespoke approach to deliver exceptional client service.

Our team will work alongside you to recognise potential possibilities and risks, and will provide you with the expert guidance and advice that you need to move forward.

Our team of banking and finance lawyers are on the panel of a number of lenders. This gives us in-depth insight into market trends and the commercial issues that affect lending arrangements, allowing us to act swiftly and appropriately.

Close links with law firms in foreign jurisdictions means that our team can provide seamless advice in transactions involving cross-border issues.

We provide advice on:

  • Acquisition finance
  • Asset finance and asset based lending
  • Factoring and invoice discounting – take out
  • Equity finance – take out
  • Debt restructuring and refinancing
  • Loan notes and deferred consideration arrangements
  • Guarantees
  • Secured lending
  • Inter-creditor and subordination arrangements
  • Real estate finance
  • Private equity finance.

Katya has excellent client service with a sound understanding of this complex area.

Reorganisations & demergers

Corporate group reorganisations and demergers can bring many efficiencies and benefits, but are often complex undertakings which require expert guidance. Whether you are considering carrying out a reorganisation and/or demerger for tax reasons, as a precursor to an acquisition or sale of a company or business, or to increase business efficiencies, our expert lawyers can help guide you through the process.

Working closely with financial advisers and drawing on expertise from across our Tax, Banking & Finance, Real Estate, IP, Employment and Dispute Resolution colleagues, we develop a comprehensive understanding of your corporate group’s current structure and ongoing commercial aims.

In doing so, we can identify the best approach to the reorganisation and/or demerger to meet your specific needs and offer practical advice and guidance to help you execute it in the most tax efficient way, making use of all appropriate reliefs and minimising risk.

Our corporate expertise in this area includes:

  • Group reorganisation
  • Demergers
  • Reduction of capital.

Thomson Snell & Passmore consistently provide expert legal advice in many different areas and over many years have given us confidence in our business affairs knowing that they are there to rely on. Colleagues are very good at presenting options and directing which of those they think are best, and at times, asking us to reflect on courses of action we may be considering, yet at the same time respecting our businesses way of working. I think they understand our principles and ethics very well. This year they helped us navigate a delicate business unit sale including a TUPE. They also completed a complex restructure of our organisations different companies.

Joint ventures & shareholder agreements

Our team has considerable experience of setting up joint venture, shareholder and investor agreements, and is well placed to advise on the key issues throughout the process including:

  • Selecting the appropriate corporate structure
  • Preliminary issues such as funding
  • Management of the joint venture
  • Protection of minority/majority members’ rights
  • Deadlock provisions
  • Termination of the joint venture vehicle.

Thank you for all of the effort you have put behind this project in achieving this excellent result.

Corporate advisory

With an evolving legal landscape, it can be difficult for businesses to keep up to date with all applicable legal and regulatory changes.

Our experienced corporate lawyers regularly advise companies, partnerships, joint ventures, as well as business owners, directors and shareholders, on a wide range of company law and corporate governance matters, including:

  • Changes introduced by legislation
  • Company administration and shareholder meetings
  • Review of company constitutional documents (articles of association etc.)
  • Corporate governance and compliance issues
  • Directors’ duties, conflicts of interest and transactions and arrangements involving directors
  • Establishing new corporate vehicles
  • Share issues and company buy-backs.

It is an absolutely outstanding team that is very professional and dedicated.

Share options & schemes

Share schemes are a popular way for businesses to incentivise senior managers and employees, whist also taking advantage of the tax efficiencies available. Our lawyers have extensive experience of advising on a wide range of employee incentive share schemes.

We work with clients to consider not only the tax implications of entering into a particular share scheme, but we also work hard to ensure that the right type of arrangement is used for the particular business.

The size and strength of our team means we can call on our expert tax & employment lawyers to advise on all elements of share schemes.
We have specific expertise in:

  • Enterprise Management Incentives (EMI)
  • Unapproved share options
  • LTIP arrangements
  • Cross options
  • Growth / Flowering / Freezer shares.

It has been a pleasure dealing with you and your team. I have had many dealings with law firms over the years and yours is the only one that has made me feel like I was part of the Team as well. I would also like to thank everyone for taking the time to explain each step of the way and having unlimited patience with me throughout.

Employee Ownership Trusts

Employee Ownership Trusts (EOTs) have grown in popularity in recent years, since their introduction in 2014. By setting up an EOT, business owners can either completely exit, or take a step back from their business, transferring shares in the company into a trust which benefits all employees.

There are a variety of advantages to the EOT structure, including tax efficiencies and increased employee engagement. An EOT offers business owners a tax-free exit, as no Capital Gains Tax (CGT) arises on the disposal of the shares to the trust (provided the EOT fulfils the required statutory conditions, which allow it to be tax neutral). The owner receives full market value for the shares, as an independent share valuation is required as part of the EOT process. The structure also provides flexibility in how the owner approaches their future role in the business, with the option to fully exit the company or retain part of their shareholding, provided they have transferred at least a 51% controlling interest to the EOT.

EOTS can also be a good way for business owners to help preserve the culture of a company when they decide to retire, without selling to a third party. Employees are given the opportunity to own the company at minimal cost to them and receive the benefit of tax free bonuses of up to £3,600 a year.

Our experienced corporate team can help guide you through the legal issues in setting up an EOT, working with key tax advisors as required. Using our commercial expertise and a practical approach, we help ensure that the process is completed efficiently, and that the interests of all stake holders are protected.

EOT services we can advise on include:

  • Pre-transaction reorganisations or restructuring
  • Incorporation of the corporate trustee of the EOT
  • Drafting governing documents and statutory registers for the corporate trustee
  • Drafting trust deed to establish the EOT
  • Drafting share purchase agreement for the transfer of shares to the EOT
  • Drafting ancillary documents for the sale transaction, including Stock Transfer Forms, Board Minutes and Companies House forms
  • Drafting vendor financing documents for deferred consideration
  • Drafting shareholders agreement between the EOT and any continuing shareholders
  • Ongoing advice for trustees.

We are members of the Employee Ownership Association.

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