Corporate Transactions

Our lawyers will provide cost-effective and pragmatic advice to allow you to complete your corporate transaction. While deadlines may sometimes be immovable, we won’t compromise on the quality of our advice or on our personal approach.

Whether acting for an entrepreneur, owner managed business or investor; we will give a commercial steer wherever possible. Ideally, you will involve us from the start of a deal when key commercial points are negotiated and documented.  We will also guide you through the due diligence and disclosure process, and explain all technical implications of the transactional documentation.

We advise on angel/VC/private equity investments, mergers & acquisitions, re-organisations and shareholder agreements. We have advised many companies throughout their life cycle, from their initial incorporation through to their listing on a junior stock market in the UK (NEX and AIM).   Much of our work relates to the technology and media sectors, though we also advise businesses operating in real estate, sport, fashion, travel, publishing and engineering.

We work closely with other teams at the firm who may be relevant to the transaction, in particular our employment and real estate teams, as well as with all of your other professional advisers.  If you need our help in selecting an accountant, corporate finance adviser, bank or tax specialist, we have excellent contacts and we’d be delighted to make a personal introduction.

Recent Work

  • Advising Feralco AB on its acquisition of Venator Wasserchemie GmbH, the German water treatment chemicals business, from Venator Materials plc (May 2021)
  • Advising Frank Hirth plc on the sale of its business and assets to Ernst & Young Services Limited  (April 2021)
  • Advising the shareholders of a fitness business on a sale of the company (April 2021)
  • Advising on a £6m sale of interests in a business specialising in PE fund administration and depositary services (March 2021)
  • Advising on the circa £8.5m sale of the entire issued share capital of a SPV holding land in London, to a housing association (March 2021)
  • Advising on the acquisition of an insurance company based in the US (October 2020)
  • Advising the administrators of a UK-based audio distribution company on the disposal of certain company assets (October 2020)
  • Advising the sellers of an edtech startup on the sale of the business (October 2020)
  • Advising the founders on the sale of a accountancy business (September 2020)
  • Advising a family office on its £45m purchase of an Isle of Man-incorporated SPV, holding a commercial property in Central London (July 2020)

 

"I wanted to thank you [Andrew Solomon] and the whole team for your diligence, hard work and attentiveness which in usual Kingsley Napley style has been utterly outstanding."

Tony Moss, Director, Cumberland Place Financial Management

"...sensible, realistic view of cases - seizing only the points worth arguing..."

Chambers UK, A Client's Guide to the Legal Profession

 

Latest blogs and news

The FCA proposes new listing guidance for cannabis-related businesses – a positive step for investors concerned about the Proceeds of Crime Act

In September 2020 the FCA published a statement regarding the listing of cannabis-related businesses (CRBs) in the UK. Since then several CRBs have been admitted to the London Stock Exchange (LSE) and appetite for investments in the medicinal cannabis industry continues to grow.

FCA consults on guidance for cannabis companies

The FCA has launched a consultation on a technical note setting out guidance for companies applying for listing which have cannabis-related businesses. As with all companies applying for listing, those with cannabis related businesses must be assessed for eligibility for listing under the Listing Rules.  Because of the legal complexities around cannabis businesses the FCA applies additional due diligence requirements to them.    

Death in the digital age – continuing your online life

The pandemic has changed the world – there is no doubt we are all “online” far more now than before. Social media now extends into every aspect of our lives, from those notorious repetitive baby pictures to those ‘should never have been posted university photos‘. We collect and share moments of our lives in the digital world.

Will the FCA's proposed new SPAC rules result in more SPACS being attracted to the UK?

Following the release of the Hill Report, the FCA has moved quickly to consult on proposals intended to provide an alternative route to market for larger Special Purpose Acquisition Companies (“SPACs”).  The broad proposal is that if a SPAC can meet additional investor protection requirements the FCA will not generally require that the listing of its shares be suspended once an acquisition is announced.

The discontinuation of LIBOR and phasing in of SONIA in the Sterling Markets, what do we know so far?

Global financial markets are preparing to transition away from the use of the London Interbank Offered Rate (“LIBOR”) and adopt an appropriate alternative risk free rate (“RFR”) by the end of 2021. What are the reasons for the move away from LIBOR, the progress to date in terms of identifying the Sterling Overnight Index Average (“SONIA”) as the most appropriate alternative rate in the Sterling markets, and the steps still required to be taken to ensure such markets are ready for the phasing out of LIBOR by the end of the year

FCA Moves to Deregulate SPACs

Following the release of the Hill Report at the start of last month, the FCA has announced that it is going to open a consultation into changing the Listing Rules and connected guidance with a view to encouraging the listing of Special Purpose Acquisition Vehicles (SPACs).

The Hill Report – Impact on Smaller Issuers

Lord Hill’s keenly awaited report on the UK’s listing regime was released on 3 March 2021.  Many of his recommendations focus on the premium listed segment, and much of the commentary to date has focussed on recommendations such as permitting dual class share structures.  However, the report includes a number of proposals which if implemented may make the Official List more appealing to smaller companies, which we have highlighted in this blog.

As Lockdown Ends – Updated Guidance on General Meetings During Covid

On 30 March 2021 the provisions of the Corporate Insolvency and Governance Act 2020 (“CIGA”) which allowed purely virtual general meetings will lapse, and the normal rules will apply.  ICSA have produced some useful guidance to assist companies in dealing with their general meetings in the light of this change.

ICSA’s Report on Board Evaluations – A Brief Summary

Following a request by the Department of Business, Energy and Industrial Strategy (“BEIS”) ICSA has prepared a report assessing the effectiveness of the independent board evaluation process introduced in the 2018 update of the UK Corporate Governance Code (the “UK Code”).  

One hand in the cookie jar: Fraud and directors’ duties in insolvency

What happens when a director commits fraud by misappropriating company assets?  Or what of the director who continues trading knowing that the company has no realistic prospect of paying its debts as and when they fall due? To whom does a director owe duties at that point and what recourse is there against that director? This article explores these questions.

£26 billion fraud: The other side of the Coronavirus Business Interruption Loan Schemes

We have previously examined how the Government’s Coronavirus Business Interruption Loan Schemes (the Bounce Back Loan Scheme (BBLS), Coronavirus Business Interruption Loan Scheme (CBILS) and Coronavirus Large Business Interruption Loan Scheme (CLBILS)(together the “Schemes”) work. A report issued by the Public Accounts Committee on 10 December 2020 highlights the darker side of the Schemes and what it is costing the UK taxpayer. 

Lifecycle of a tech startup series: Preparing to raise investment

In the last instalment we talked about the ways in which the founders of KNow Wear Limited could protect the intellectual property in their business. Since then, the business has been progressing well and our founders have been working on developing a prototype.  

Sell, sell, sell! OTS’s recommendations on the current CGT scheme

Back in July Rishi Sunak requested a review of the current capital gains tax (CGT) system. The Office of Tax Simplification (OTS) was asked by Sunak to produce a report on whether certain features of CGT distort the behaviour of individuals. 

Lifecycle of a tech startup series: Intellectual Property

In our last instalment our founders, Sarah and Chris, considered the basics in establishing their tech startup and they incorporated a company under the registered name ‘KNow Wear Limited’. 

Lifecycle of a tech startup series: The basics

Welcome back to the blog series covering the lifecycle of a tech startup, from a legal perspective.

Lifecycle of a tech startup series: Case study

Alex (tech), Andy (tech), Emer (investments) and I (investments) work alongside startups and founders day to day and thought it might to helpful to some of you out there to bring together our expertise on the legal issues that tend to arise and how we deal with them. 

COVID-19 and Covenant Breaches in Leases and Loan Facilities

As the June quarter date fast approaches and the economic impact of COVID-19 begins to be felt across all sectors, what steps should landlords be taking to vary their lease arrangements with tenants who are unable to meet their rental obligations, and could a reduction in rental income due to COVID-19 put landlords in breach of their own obligations under their loan facilities?

Gender neutral legal drafting – not why, but why not?

On sitting down to write this blog, I was a little embarrassed. When you actually take the time to think about drafting legal documents in a way that is gender neutral, it seems to me that the question isn’t why do this, but why not?

Company Succession Planning: Death of a sole director – now what?

Company succession planning is critical to ensure that a company can continue to run in the unfortunate event that a director (or shareholder) dies. If there are other surviving directors, they are able to step in and run the company, but what happens when a sole company director dies?

The privacy dilemma surrounding the coronavirus contact tracing app

In late April we blogged about the NHSX developing a contact tracing app to help stop the spread of coronavirus and highlighted some of the privacy concerns that will need to be considered in the course of its development. Unfortunately, at the time of writing, the app is still yet to be released nationwide, although a beta version is being trialled on the Isle of Wight and development continues. In this blog we provide an update on the proposed functionality of the app and the privacy issues caused by that functionality which are delaying its release.

Corporate Transactions Insights

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