Corporate, Commercial & Finance

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 health tech startup on a £100,000 equity fundraise (January 2022)
  • Advising a wellness tech startup on a £350,000 follow-on fundraise from angel investors (February 2022) 
  • 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 a collaboration agreement and a related privacy notice for a medtech startup in relation to the pilot of its digital platform to support a GP surgery’s patients with their treatment of certain long term illnesses (January 2022)
  • 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

  • We worked alongside our property and tax colleagues in connection with acting for two Jersey incorporated borrowers (ultimately owned and controlled by an ultra-high net worth tech entrepreneur) in relation to the £25,000,000 acquisition financing of super prime property in London (December 2021)
  • 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

  • Advising the shareholders of Plasma App Limited in relation to its sale to Meta Materials Inc, a NASDAQ listed company, for all-share consideration of US$20m (March 2022)
  • 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 Peterhouse Capital Limited on a placing agreement in relation to a reverse takeover of East Star Resources plc and connected fundraising (January 2022)
  • 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

Lifecycle of a tech startup series: Directors' Duties

KNow Wear Limited has used the investment received to date to further develop the wearable tech product to the extent that it now has a minimum viable product with basic features to introduce to the market. The company has identified a test group of 100 consumers who will test this version of the product and provide feedback. Following the test phase the company will collate the feedback and further develop the product before releasing a final version of the product to the market.

Economic Crime (Transparency and Enforcement) Act 2022 – The Long-Awaited Introduction of the Register of Overseas Entities

The Government has for some time promised to introduce a register requiring overseas entities holding UK property to identify its beneficial owners, in its effort to increase transparency in UK property ownership and reduce the attraction of the UK’s property market to money launderers. Indeed, we last blogged about the potential overseas entities register in May 2019. With UK-based entities subject to strict information-sharing requirements since 2016 (in the form of the register of People with Significant Control or “PSC Register”), many have been calling for an equivalent overseas entities register to be implemented to provide a way of tracking overseas owners who ultimately own and control UK land.

Employment related securities – returns and reasonable excuses

In an Employment Related Securities (ERS) Bulletin for March 2022 (bulletin 40), HMRC has linked to helpful guidance on what it considers to be a reasonable excuse for failing to meet submission deadlines for annual ERS returns (due on 6th July following the end of the tax year to which they relate) and notification of EMI options (due within 92 days after grant).

Software support helpdesk services – key contracting principles

In our recent blog, we explored why a Framework Agreement structure is typically the most appropriate customer contracting model for IT managed services providers (“MSPs”) and IT consultancies which offer a diverse product and service offering. Whilst our initial blog focussed on the purpose and terms of the Framework Agreement itself, that document is merely the starting point, given that a Work Order is also needed to document specific terms relating to each product or service offered by an MSP or IT consultancy. A typical service offering is a dedicated software support helpdesk, usually provided to support each of the software products offered by the MSP or IT consultancy to its customers. This blog considers a handful of the key issues to bear in mind when documenting the terms of a Work Order relating to the supply of a software support helpdesk service.

Does a sole director have authority to act?

Articles are a set of rules which determine how a private company is run and they represent a contract not only between the company and its shareholders but also between the shareholders themselves. Examples of what is covered in a company’s Articles include the liability of shareholders, how shareholders make decisions and how directors operate. The Model Articles are a set of default standard articles which, unless modified or excluded, apply automatically to a private company incorporated on or after 1 October 2009.

Do you want to phone a friend?

Picture Rishi Sunak as a game show host. The spotlight is on the contestant, an employee, and Rishi asks them if they would like to: a) Keep their pay rise; b) give it all to the government; or c) give it all to charity. I expect many of us would say “Keep it please!” but, in certain situations, without some action on the employee’s part the default answer is that none of it is kept and the government enjoys it all. This post briefly discusses one such issue, and offers other suggestions for the tax year end (which are, unfortunately, unlikely to make you a millionaire).

Spring Statement 2022 Update - Did you see that coming?

Despite the rumours of a reduction in income tax, you may have expected that the Chancellor would keep this in his back pocket for now...

Lifecycle of a tech startup series: Obtaining a Sponsor License

KNow Wear Limited have identified some overseas talent that they would like to hire to help to expand the business. This candidate does not currently have permission to work in the UK and therefore KNow Wear Limited is considering whether it can apply for a sponsor licence from UK Visas & Immigration (“UKVI”). Obtaining a sponsor licence, will then enable the company to go on and sponsor individuals to apply for immigration permission to work in the UK.

FCA’s Updates to the Financial Promotion Rules

The FCA has published its proposals to strengthen the financial promotion rules for high-risk investments and for authorised firms which communicate and approve financial promotions in its recent Consultation Paper.

Framework Agreements: the customer contract model for technology service providers

Many businesses lack comprehensive in-house IT expertise and resources to fully implement and manage all of their IT infrastructure requirements. IT managed services providers (“MSPs”) and IT consultancies plug the gaps by typically offering a diverse range of IT services and products to lighten the burden on their customers’ in-house IT teams (or to even remove the need to have an in-house IT team). 

Lifecycle of a tech startup series: R&D tax relief

Having raised £500,000 and, in episode 8, hired a software developer, KNow Wear Limited is starting to flourish. As Ben Franklin wrote when the USA was in its infancy, nothing is certain except death and taxes. Knowledge of the UK tax system is valuable for any UK business owner, start-ups can dramatically improve their chances of success by ensuring they claim the various tax reliefs and incentives available. Episode 4 looked at the valuable tax reliefs a company can offer its investors, your focus today is on the tax relief (or repayment) available to companies carrying out research and development activities.

The journey from social media influencer to tech entrepreneur

Social media has revolutionised the way in which we interact with businesses and each other and has shown that it can be a generous friend to business owners and entrepreneurs, helping them to harness a following, build their brand and grow a worldwide customer base. 

Lifecycle of a tech startup series: Employees and Consultants

In our previous blog in our Lifecycle of a tech startup series, KNow Wear Limited secured investment of £500,000. Having completed the raise, you, Sarah and Chris have decided that you need more help in developing and marketing the product. You are looking to create two new roles in the business - the first is a Software Developer to support Sarah’s work and the second is a Head of Marketing.

BEIS White Paper on Audit Reform: will directors take on more personal liability?

In Part 1 of our two-part series on the Department for Business, Energy and Industrial Strategy's (BEIS) White Paper on audit and corporate governance reform (Restoring Trust in Audit and Corporate Governance), we focussed on whether the proposals regarding corporate governance are likely to make the UK a more or less attractive destination for investors.

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.  

Corporate, Commercial & Finance Insights

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Blogs

Lifecycle of a tech startup series: Obtaining a Sponsor License

Framework Agreements: the customer contract model for technology service providers

Lifecycle of a tech startup series: R&D tax relief

The journey from social media influencer to tech entrepreneur

Lifecycle of a tech startup series: Employees and Consultants

BEIS White Paper on Audit Reform: will directors take on more personal liability?

The end of Standard Listings?

The new cookie conundrum

AQSE To Change SPAC Rules

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?

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