Corporate and Commercial

You’re not running an average business, so why would you want an average corporate lawyer?

Find out how we can help

"Their support is tailored to clients' needs and they are very transparent and fair about how they work and what it will cost."

Sarah Turner, Angel Academe

We specialise in acting for entrepreneurs, owner managed businesses (OMBs) and investors. We advise in relation to corporate transactions, banking, financing, commercial contracts and on all aspects of running and growing a business in the UK. Our lawyers combine strong technical expertise with a track record in delivering flexible and creative solutions for our clients. 

Much of our advice is for early stage companies and startups in the technology and media sectors or for those investing in such entities. We host and sponsor Angel Academe, an award-winning network of angel investors whose members are mainly women, which primarily invests in UK businesses led by women.

We also work closely with our Real Estate team to advise those investing in or developing commercial property on all of their financing, banking and related security issues.

Startup investments

We act for startup companies, as well as for those VCs, angel syndicates and individual angels making investments. We have particular experience of acting for founders: not only in terms of guiding them through the investment process, but also in resolving problems which may have arisen in earlier rounds. Read more about how we help startups.

 

Technology

We have many years of experience of advising on the legal issues which arise from running a technology business. Our advice may be of a general nature, or you may wish us to draft or comment upon technology agreements. Our aim is always to protect your rights and to allow you to realise the maximum value from your technology assets. Read more about how we advise technology businesses. 

 

Banking and Finance

Our banking and financing advice is primarily to entrepreneurs, owner managed businesses and funds on the borrower side, though we also advise a number of smaller banks. We also advise on any related security, and in relation to acquisition finance, the leveraged loan market, and development/real estate finance.  Read more about how we can advise on banking and finance.

 

Corporate transactions

On the corporate law side, we advise on angel/VC/private equity investments, mergers & acquisitions, re-organisations and shareholders' agreements. Much of our work relates to the technology and media sectors, although we also advise businesses operating in real estate, sport, fashion, travel, publishing and engineering. Read more about our corporate transaction services.

 

Commercial and contractual

We will support you with commercial  advice on all aspects of running your business and on your relationships with customers and suppliers, and we can draft all those contracts which you require. In particular, we advise on intellectual property, branding, data protection, agency and distribution arrangements, sponsorship, and franchising. Read more about how our commercial advice may assist you.

 

CAPITAL MARKETS

Our capital markets experience is primarily advising small and mid-cap companies listed on AIM, the standard segment of the Official List and the Aquis Exchange, and advising other market players such as Nomads, corporate advisers and brokers. We focus on ensuring that your transaction is completed on time and on budget, so that you can focus on the continuing success of your business. Read more about our capital markets service.

 

Setting Up Your Company or LLP

We will help you to take the necessary steps to establish your business in the UK, whether you wish to set up a new venture or expand an overseas operation. Our business services teams work closely with other specialists to take care of all your initial and ongoing legal and operational needs, allowing you to focus on selling your products or services. Read more about how we can help you set up your company or LLP.

 

Our Recent Work

Startup Investments

  • Advising a tech startup on a £1.3m follow-on fundraise from angel investors (October 2021)
  • Advising a startup in the retail space on a £450,000 investment from angel and strategic investors (October 2021)
  • Advising a startup in the retail space on a £3.5m follow up investment from a VC via a convertible loan note (July 2021) 
  • Advising a wellness tech startup on a £350,000 equity fundraise from a VC (July 2021)
  • Advising Hambleden Capital LLP on its co-investment into Titan Wealth Holdings Ltd to fund its proposed acquisitions of Tavistock Wealth Ltd and Global Prime Partners Ltd (June 2021)
  • Advising a family investment company on its £3.5m co-investment into a new wealth and asset management group to fund its various acquisitions (June 2021)
  • Advising the founder of a mental health tech startup on his exit from the company and, in particular, the sale of his shares to the  existing VC investors (April 2021)
  • Advising a tech startup on a £1m follow-on fundraise from angel investors (April 2021)
  • Advising a retail investor on a £7.5m investment into a wearable technology business (March 2021)
  • Advising an AI startup on the exit of 2 shareholders and a follow-on raise via convertible loan notes (February 2021)
  • Advising an online marketplace on a bridging round (February 2021)
  • Advising a tech startup on a follow-on equity round (February 2021)
  • Advising a vegan foods startup on an £800k follow-on investment from a VC (January 2021)
  • Advising a venture capital company on a £1m investment into a deep-tech startup (January 2021)
  • Advising a venture capital company on an investment into a software startup (January 2021)
  • Advising a startup in the wellbeing space on a strategic partnership (December 2020)
  • Advising an e-commerce startup on its equity seed round (November 2020)
  • Advising an angel investor on a convertible loan investment into a immunotherapy and vaccine high-growth company (October 2020)

Technology

  • Drafting account terms and conditions for a reputable foreign currency exchange service provider for use with its customer base of individuals, SMEs, large financial institutions and FTSE listed companies (November 2021)
  • Drafting a software as a service (“SaaS”) subscription agreement for a tech company that supplies outsourced business support software together with a privacy notice, cookie policy and website terms of use (November 2021)
  • Advising a software developer on the terms of use for its visual artificial intelligence app (October 2021)
  • Drafting terms and conditions relating to a client’s online auction of digital art NFTs (October 2021)
  • Advising an eco-friendly logistics company on the drafting of its fulfilment terms and conditions and preparing new online platform terms of use, an API licence agreement and website notices including a GDPR compliant privacy policy (September 2021)
  • Advising a cloud computing software developer on software licence and maintenance agreements and consultancy services terms (June 2021)
  • Advising a motor dealership group on its digital transformation programme, in particular advising on the terms of an agile software development agreement in relation to a new e-commerce platform (May 2021)
  • Advising executive board members of a digital advertising business in connection with its admission to trading on AIM (May 2021)
  • Advising the founder of a mental health tech startup on his exit from the company and, in particular, the sale of his shares to the  existing VC investors (April 2021)
  • Advised a smart city as a service technology firm on the terms of a software as a service subscription agreement for interactive transport facilities (April 2021)
  • Advising a tech startup on a £1m follow-on fundraise from angel investors (April 2021)
  • Advising a retail investor on a £7.5m investment into a wearable technology business (March 2021)
  • Advised a fire risk assessment technology firm on the preparation of its terms of service for business customers (B2B) together with its app terms of use and an online privacy policy and other legal notices (March 2021)
  • Drafted consumer facing (B2C) terms of use and business facing (B2B) terms of service for operators to be listed on a luxury travel booking platform together with associated website notices (February 2021)
  • Advising an AI startup on the exit of 2 shareholders and a follow-on raise via convertible loan notes (February 2021)
  • Advising an online marketplace on a bridging round (February 2021)
  • Advising an IT managed-services provider on a virtual server hosting arrangement with a key client (February 2021)
  • Advising a tech startup on a follow-on equity round (February 2021)
  • Advising a venture capital company on a £1m investment into a deep-tech startup (January 2021)
  • Advising a venture capital company on an investment into a software startup (January 2021)
  • Advising an e-commerce startup on its equity seed round (November 2020)
  • Advising an angel investor on a convertible loan investment into a immunotherapy and vaccine high-growth company (October 2020)
  • Advising the sellers of an edtech startup on the sale of the business (October 2020)

Banking and Finance

  • Advising a borrower on its £25m acquisition finance relating to the purchase of a PRS portfolio (August 2021)
  • Advising an alternative lender on its warehousing facility with a financial institution (August 2021)
  • Advising a borrower on its £143m loan extension secured on super-prime property in London (July 2021)
  • Acting for the borrower in relation to a £1.38m acquisition finance transaction in relation to the purchase of commercial property in north west London (May 2021)
  • Acting for the lender in relation to a £1.1m loan for the purpose of purchasing a hotel in Norwich (May 2021)
  • Acting for a residential investment company in connection with the restructuring of its intra-group facilities across fifteen of its group entities (April 2021)
  • Acting for an alternative lender in relation to a development bridging facility secured on a mixed use development site on the South Coast (April 2021)
  • Advising a developer on its £14m development facility for a mixed use scheme in London with an international bank (March 2021)
  • Advising a lender on its loan-on-loan facilities with a UK challenger bank (February 2021)
  • Advising a property development company in relation to its acquisition of a prime site in London for residential development (February 2021)
  • Acting for an alternative lender in relation to the provision of working capital facilities secured on a portfolio of residential care homes owned by a private equity fund (February 2021)
  • Acting for three offshore borrowers ultimately controlled by an Ultra High Net Worth family in relation to the £40m refinance of four super-prime properties in and around London (January 2021)
  • Advising a Private Family Office on its £143m multi-currency facility with an alternative lender secured on luxury real estate assets in the US, UK and Europe (January 2021)

Corporate Transactions

  • Acting for Bloc Ventures Limited on the sale of Marmalade Game Studio to LDC (September 2021)
  • Acting on the corporate acquisition of a super-prime property in Kensington (September 2021)
  • Acting on the corporate sale of One Palace Green (July 2021)
  • Advising a hospitality business in connection with resolving a shareholder dispute (July 2021)
  • Advising the sellers on the sale of a waste transfer station and skip hire business (June 2021)
  • 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)

Commercial and Contractual

  • Advising a top 20 accountancy firm on its client terms of business and data privacy notice (October 2021)
  • Advising an entrepreneur on the terms of an introducer agreement with a leading independent energy trading company operating in the Mediterranean region (September 2021)
  • Advising a high profile sportsman on an ongoing basis on various endorsement and sponsorship agreements, including those relating to
    • the endorsement of:
      • an energy sports drink brand (May 2021);
      • an online education platform (July 2021); and
      • a provider of nutritional supplements (August 2021); and   
    • a sponsorship agreement with a producer of plant-based foods (August 2021) 
  • Advised a smart city as a service technology firm on the terms of a software as a service subscription agreement for interactive transport facilities (April 2021)
  • Drafted a copyright licence agreement between a consumer goods retailer and an artist for the use of imagery on certain licensed products (March 2021)
  • Advised a fire risk assessment technology firm on the preparation of its terms of service for business customers (B2B) together with its app terms of use and an online privacy policy and other legal notices (March 2021)
  • Drafted consumer facing (B2C) terms of use and business facing (B2B) terms of service for operators to be listed on a luxury travel booking platform together with associated website notices (February 2021)
  • Advising a lottery operator on its proposed postal direct marketing campaign, focussing on compliance with the UK GDPR (February 2021)
  • Advising an IT managed-services provider on a virtual server hosting arrangement with a key client (February 2021)

Capital Markets

  • Advising Vector Capital plc on its secondary fundraising by way of placing (June 2021)
  • Advising executive board members of a digital advertising business in connection with its admission to trading on AIM (May 2021)
  • Advising Peterhouse Capital Limited in relation to a placing agreement in connection with the reverse takeover of Spinnaker Opportunities Limited by Kanabo Research Limited (January 2021)
  • Advising Wildcat Petroleum Limited on its admission to the Official List and to trading on the Standard Segment of the London Stock Exchange (December 2020)
  • Advising Vector Capital plc on its admission to trading on AIM (December 2020)
  • Advising a director of a public company operating in the cladding industry on his duties (November 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

"Not only are James and his team highly technically able, they understand the importance of working to get a deal done.  We always know we can trust their judgement."

Janet Paterson, Charter Tax

 

Latest blogs & news

The end of Standard Listings?

Yesterday the FCA  announced new rules, the majority of which come into force today (3 December 2021), which are intended to prevent smaller companies obtaining admissions to the Standard Segment of the Official List.  

FCA Crackdown on Fundraising Exemptions

In its Perimeter Report for 2020/21 the FCA has raised concerns that unauthorised persons are increasingly using, or purporting to use, exemptions from the Financial Promotions Order (FPO) to sell high risk investments and potential scams to ordinary consumers without their rules applying.

The new cookie conundrum

Potential reforms to UK data privacy laws will change the way that cookies work on websites - businesses need to prepare now.

 

AQSE To Change SPAC Rules

AQSE is consulting the market about some changes to its rules relating to SPAC admissions.  

Currently  SPACs are eligible for admission to the Access segment of the AQSE growth market, as long as they have a minimum capitalisation of £700,000 and a free float of 10%.  AQSE is concerned that this can result in a disorderly market and excessive volatility because a lack of liquidity arising from low market capitalisation and limited shareholder numbers.

 

Press release: Kingsley Napley creates new tax practice

We are pleased to announce that Matt Spencer has joined the firm as a partner to help build a new Tax practice. Matt joins from DAC Beachcroft where he has worked for the last 9 years. He advises on the efficient structuring of a wide range of corporate and real estate transactions including M&A, land transfers, developments and leases.  He is also expert in employment tax issues and the structuring of employee incentive schemes as well as VAT issues in the public and private sector.

Lifecycle of a tech startup series: Seed raise

Having decided in episode 4  of our lifecycle of a tech startup series on targeting angel investors to raise £500,000 investment in the business, the founders of KNow Wear Limited researched various angel investor networks which aimed to connect start-ups like yours with angel investors. You applied to pitch at a couple of events and were invited by one network to interview with them in person. The network was very impressed with the business and invited you to pitch at their next event.  

BEIS White Paper on Audit Reform: Will Kwarteng's reforms really unchain entrepreneurs?

In 2012, as a recently elected MP, Kwasi Kwarteng co-authored “Britannia Unchained: Global Lessons for Growth and Properity”, a political pamphlet which championed risk-taking and innovation in the UK economy, and which ever since has led some to label him a fervent Brexiteer. Appointed as the Business Secretary in January 2021, only a few months later his department (BEIS) published one of the longest and most ambitious government White Papers in recent years.

What is an Advanced Subscription Agreement?

If you are involved in investing, either as a startup or an investor, you are likely to come across an advanced subscription agreement. So what is an advanced subscription agreement and what do you need to consider when entering into one? 

Lifecycle of a tech startup series: Tax reliefs

You are aware that the Seed Enterprise Investment Scheme (SEIS) and the Enterprise Investment Scheme (EIS) are two tax incentive schemes for individuals who invest in early-stage companies. What are the key considerations when determining whether a particular investment is eligible for SEIS/EIS relief?

 

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. 

Corporate and Commercial Insights

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Blogs

Lifecycle of a tech startup series: Seed raise

BEIS White Paper on Audit Reform: Will Kwarteng's reforms really unchain entrepreneurs?

What is an Advanced Subscription Agreement?

Lifecycle of a tech startup series: Tax reliefs

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

FCA consults on guidance for cannabis companies

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

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

FCA Moves to Deregulate SPACs

The Hill Report – Impact on Smaller Issuers

As Lockdown Ends – Updated Guidance on General Meetings During Covid

ICSA’s Report on Board Evaluations – A Brief Summary

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

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

Stablecoins – A New Regulatory World

Lifecycle of a tech startup series: Preparing to raise investment

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

Lifecycle of a tech startup series: Intellectual Property

Lifecycle of a tech startup series: The basics

Lifecycle of a tech startup series: Case study

COVID-19 and Covenant Breaches in Leases and Loan Facilities

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

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

The privacy dilemma surrounding the coronavirus contact tracing app

Bounce Back Loan Scheme: Is it a bounce back from CBILS?

Has the S.O.S from startups been answered?

The Coronavirus challenge for tech coworking spaces

Coronavirus Business Interruption Loan Scheme: A lifeline or distraction?

Lurking in the shadows - When is a "director" a director?

Coronavirus, disruption and legal liability

Tokenisation in 2019: the Security Token year in review

Death of a sole director and shareholder

An early Christmas present for the tech sector from the CMA?

Green Lending - what is the loan market doing for the environment?

An introduction to angel investing

Essentials for drafting online consumer terms and conditions

Shanks v Unilever: What does this mean for employers’ intellectual property rights?

Security tokens: a new class of crypto assets

Protection for startup founders post-investment: what should you be asking for?

GDPR Compliance for US Companies

The Default Position: Negotiating Events of Default under a loan agreement - what should a borrower be wary of?

E-signatures: is the law catching up with technology?

How will a no-deal Brexit affect cross-border mergers?

GDPR and Brexit: the draft withdrawal agreement and data transfers from the EU

Convertible loan notes – top tips for founders of startups

Website development agreements – consider the content of your contract as well as the content on your site

Falling Foul of False Filings

Is a shareholder agreement important for my new startup?

GDPR: The significance of the new principle of accountability

GDPR & Brexit: Data transfers from the EU and the UK’s new status as a “third country”

Getting Personal – Key Terms of a Personal Guarantee, What is it and When Should You Sign One?

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