Corporate
Whatever your corporate requirements Vialex has the knowledge and experience to assist
Corporate
Service Areas
Overview
Where sound corporate law knowledge should be a given, everything we do is underpinned by our deep transactional experience
We can help with all of your corporate and transactional requirements, whether that involves establishing, buying or selling part or all of a company or business, fundraising, implementing share-based incentive schemes or entering into any other significant share-based arrangement, including structural joint ventures.
Our advice extends to all types of business structure, including limited liability partnerships and general partnerships.
We also advise various classes of stakeholders on day-to-day corporate governance matters.
Whatever your requirements and, whether you are a corporate, an investor, a PE House, a management team, a private individual or another law firm, Vialex has the knowledge and experience to assist.
Service Information
Key Contacts
Private Equity
PE is a central pillar of our corporate offering. Whilst we act for PE houses in respect of their direct investment and disposal work, our principal focus is on supporting PE house’s medium to large portfolio companies with their transactional and stakeholder management requirements. This service sits alongside and complements our Legal Counsel Service which supports those same companies with their day to day legal needs in the commercial sphere.
Our corporate services in this area include:
- bolt-on acquisitions;
- non-core disposals;
- implementation and management of sweet equity based LTIPs;
- group restructuring activity;
- advising on corporate governance issues generally including those arising from the shareholder contractual framework;
- company secretarial services; and
- preparing portfolio companies for sale and assisting with any sales process whether that be in a lead or supporting advisory capacity.
We also act on the other side of the fence, advising founders and other shareholders who are considering an investment from, or sale to, private equity.
Service Information
Key Contacts
Corporate Mergers & Acquisitions
We act for UK-based and international corporate clients with their UK-centric M&A activity.
Offering a partner-led, cohesive, cross-discipline team service with typical deal sizes ranging from £2m – £500m, we are sector agnostic, and our team has broad experience advising on M&A activity across a range of businesses and industries, whether operating exclusively in the UK or cross-border.
We work not only in lead advisory roles but also as an adjunct to an “in-house” driven process or working alongside Big Law, all with a view to driving transaction, and cost, efficiencies.
Service Information
Key Contacts
Due Diligence/Disclosure Services
Buy-side due diligence and sell-side disclosure exercises can be one of the most time-consuming and expensive aspects of running a process. We can offer cost-effective stand-alone, specialist services on larger transactions either working on a transparent, sub-contracted basis with lead law firms or on a “joint ticket” with the mutual client.
Service Information
Key Contacts
Disposals
We have extensive experience in acting for companies and/or their shareholders in the sale of businesses and assets or shares. We also advise management or other shareholders on post-completion tie ins and/or roll over into the new purchasing structure.
We will assist with all aspects of a sale, from establishing the process, running a data room, negotiating heads of terms, negotiating and revising the principal and ancillary documents, coordinating completion and dealing with post-completion matters such as distributing funds, ensuring completion accounts or earn out processes are complied with, and dealing with, any claims.
We are often asked to get a company “vendor ready”. In that case our Legal Counsel Service will work with the company to ensure that any material issues with its operations or contractual arrangements are identified and addressed well in advance of a sale process; we will also assist with any pre-sale restructuring that is necessary (both operationally and for any tax or regulatory reasons) and we will assist individuals to achieve a tax efficient disposal of their interests.
Service Information
Key Contacts
Fundraising and Investment
We regularly help businesses to raise funds through the issue of equity and quasi-equity instruments (such as convertible loan notes and debt). We will advise on all issues, including confidentiality, FSMA rules on financial promotions, the terms on which private investments are to be made, usually as set out in a shareholders’ agreement and articles of association (for example warranties, positive and negative covenants and management/founder restrictive covenants), tidying up existing loans and making sure the company has all rights it requires (for example, all intellectual property rights and service agreements with founders/management).
We will always take a pragmatic approach and we understand that fundraising can be a significant distraction to management who want to focus on the core business. So we will use our experience to guide the company through the process and explain what they can and cannot reasonably achieve/avoid and so ensure the least disruption to the business. We also understand core issues such as SEIS and EIS and we will work with clients and/or their specialist tax advisers to structure transactions for such benefits.
Service Information
Key Contacts
Joint Ventures
We have significant experience of structuring and negotiating joint venture arrangements, both structural (involving equity stakes in the business) and contractual, and whether using limited company structures, limited liability partnerships or otherwise.
Service Information
Key Contacts
Share Schemes
We advise on all forms of private company share schemes, from HMRC approved schemes, including EMI, CSOP and SAYE, to non-tax advantaged “unapproved” schemes. An increasing area of scrutiny for HMRC and buyers at the point of exit, it is critical that share schemes (whether implemented over ordinary shares or special classes of share, including growth or hurdle shares) are established and managed with specialist legal and tax input.
Service Information
Key Contacts
Find Out More About Our Services
To find out more about how we can help your business, or for any other questions about our services, please complete the contact form and we will be in touch
