Our corporate team has a wealth of expertise and is recognised in the Legal 500 for providing, clear, pragmatic and commercially focused advice to companies, management teams, entrepreneurs, investors, lenders and individuals.
We advise businesses of all sizes, with our client base ranging from start-ups, SMEs and owner managed businesses to subsidiaries of overseas companies, institutional lenders and large corporates.
Our team is highly experienced in advising on corporate transactions and regularly advises on:-
- Mergers, acquisitions and disposals
- Management buy-outs and management buy-ins
- Joint ventures, shareholders’ agreements and investment agreements;
- Share buy backs
- Share investment schemes
- Demergers and reorganisations
- Private equity
- Corporate Finance
- Business start ups
- Corporate governance
We pride ourselves on our ability to build lasting professional relationships with our clients and their professional advisers, gaining an understanding of their business and legal needs so that we can provide practical effective commercial advice when required.
We provide a multidisciplinary service, working closely with other specialist departments within Clifton Ingram, including Commercial Property, Employment and Intellectual Property when required and our relationships and experience with working with other professional advisers and lenders allow us to meet our clients corporate transactional needs.
What others say:
“Clifton Ingram LLP Solicitors has a ‘strong presence in the local market’, particularly among owner-managed businesses; the team adopts ‘a commercial approach on fees without compromising on service and quality’. Legal 500 – 2017
“Clifton Ingram LLP Solicitors stands out for its ‘thorough responses, good value for money’, and for its ‘attentiveness’. Barry Niven is an ‘expert problem-solver with extensive knowledge’”. Legal 500 – 2016 Edition
“Clifton Ingram LLP Solicitors offers ‘good industry knowledge, quick response times and practical solutions’. Barry Niven ‘provides clients with clear advice grounded in commerciality’” Legal 500 – 2015 Edition
Our Expertise & Experience
- Acting for the shareholders of a franchised car dealership with seven substantial dealerships in or around London on the sale of the entire issued share capital of the company for a consideration in excess of £5.5m. Prior to undertaking the transaction we advised on a pre-completion restructuring of the target company including the sale of its international and military vehicles business and a capital reduction demerger to transfer out a high value long leasehold property from the target company. The restructuring involved complex tax issues and the Team worked closely with the target’s tax advisors to achieve the restructuring within a tight timescale to enable the main sale to proceed.
- Advising the shareholders of an international channel marketing company on the sale of the entire issued share capital of the company to an American private equity backed purchaser, for a consideration in excess of $6,100,000. Advice on this cross border transaction, which covered three legal jurisdictions (California, Singapore and England & Wales), involved close cooperation between professional advisers in the various locations. Clifton Ingram projected managed the transaction and advised from heads of terms stage through to the successful completion of the deal. Utilising our virtual data room we operated and managed the flow of data and responses to extensive legal due diligence from legal teams at various international firms. Advising the shareholders on responding to due diligence and the disclosure process and on the terms of the sale and purchase agreement and ancillary matters and documentation including the tax covenant and complex earn out terms.
- Advising the shareholders of a company which designed, developed and supplied property sales, letting and accounting property management software to estate agents and property managers on the sale of the entire issued share capital of the company to a private equity backed purchaser for a consideration in excess of £5.2m. Advising from heads of agreement stage, responding to legal due diligence, negotiating sale documentation to successful completion, the deal involved complicated earn-out provisions to be measured against recurring subscription revenues secured by the company prior to the sale.
- Acting for an estate agency and professional services company in its acquisition of the entire issued share capital of a competing estate agency, letting and professional services business for a consideration in excess of £5 million. In addition to carrying out legal due diligence and the preparation and negotiation of the acquisition documentation, the Team dealt with a comprehensive transitional services agreement between the client and the sellers’ other businesses including trademark licencing and short-term licences to occupy properties.
- Advising the shareholders of a company, which traded as a care home, on a sale of the entire issued share capital of the company for a consideration of £3,000,000.Prior to the share sale, we advised on and drafted the documentation necessary to implement a section 110 reconstruction in order to move one of a number of properties out of the target group in a tax efficient manner. The property was retained by our clients and leased to the target post-completion. Following the reconstruction, we subsequently advised on the share disposal through to completion, including advising on a pre-completion re-financing of the group’s existing facilities.
- Advising the majority shareholders of the UK’s largest independent manufacturer and distributor of flue and chimney products and renewable fuel appliances (with a turnover in excess of £20m) on their exit via a management buyout. The sale of shares in a target with nine distribution centres across the UK was highly time sensitive and the Team worked under pressure to complete the deal in a very limited timescale. The Team also advised the client on the sale of its shareholding in a competitor and on the entering into of patent licences with the target company and its holding company to ensure the client continued use of the intellectual property rights following the sale.
- Advising the Hong Kong parent company of an international group of companies (with entities in the UK, US and China) on the sale of its shareholding in a well-known UK subsidiary which specialised in the manufacture and distribution of domestic lifts through the UK. We advised on every aspect of the transaction including the structure of complex earn out provisions. Working alongside our client’s tax advisers we advised on the structure of the transaction that facilitated the transfer of equity holding of a shareholder in our client to the purchasing entity. Working closely with Hong Kong counsel throughout on a number of aspects of the transaction. The value of the deal was approximately £2,000,000 and included complex earn out arrangements under which our client continues to receive deferred payments based on savings made on products sold using an innovative lift mechanism designed by our client and utilised by the purchasers post-completion. Drafting and negotiating the various security documentation required to secure the deferred consideration.
- Acting for seven individual shareholders on the disposal of a company specialising in the installation and maintenance of air conditioning systems for commercial clients in and around London in a deal valued in excess of £5,200,000. Structure of the deal involved the exit of three shareholders, the issue of consideration shares to the managing director of the target company and a management buy in by the management team of the target company who held (and prior to completion, exercised) EMI options in the target company. Advice ranged from working on and agreeing the structure of the transaction, guiding the various groups of the shareholders through the responses to the due diligence process and the disclosures to be made against the warranties contained in the SPA, negotiating the terms of the SPA and on the numerous ancillary documentation, including the shareholders’ agreement and new articles of association of the purchaser and the employment contacts setting out the terms of the management team’s employment under the new ownership structure.
- Acting for a Bank in connection with a £1.28m refinancing facility for a freight transport company. The Team was involved in drafting complicated financial covenants, dealing with the security arrangements and widening the existing security net in favour of the Bank and redeeming existing borrowings and securities.
- Acting for a Bank in connection with an acquisition finance facility of £1.3m for a pharmacy business. The Team advised the Bank on various Companies Act issues, acquisition documents including conducting due diligence on the target pharmacy and dealt with the security documentation.
Contact our Corporate & Commercial Solicitors in our Wokingham and Reading, Thames Valley offices
We can advise you on all aspects of corporate and commercial law. Our Corporate & Commercial Team offer a professional and diligent approach coupled with high quality legal and technical knowledge. Our depth of experience enables us to offer commercial legal advice that helps you to exploit business opportunities, whilst successfully managing risk. We are a proactive and down-to-earth team of highly experienced solicitors; bringing a high quality and professional service to you. We regularly advise clients across the South East, including Berkshire, Hampshire, Oxfordshire, Surrey, Wiltshire and London. Speak to one of our team today to see how we can help on 0118 978 0099.