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 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)

 

"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

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 Transactions Insights

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