Our services include many specialisms but everything we do is underpinned by our knowledge and experience of general corporate law.
We can help whether you are establishing, buying or selling companies or businesses, raising funds (in particular by issuing equity) to finance their growth, putting in place complex equity entitlements (such as creating specific share rights or establishing a share option scheme) or negotiating the terms of any significant structural projects (such as taking a minority or majority stake in another entity or entering into a joint venture).
We also advise on day-to-day administration of companies, limited liability partnerships and general partnerships. That might be calling general meetings, amending constitutional documents, appointing or removing a director, managing a share issue/offer round or agreeing the terms of a detailed shareholders’ agreement or articles of association.
Whatever your corporate requirements and, whether you are a corporate, an investor, a private equity house, a management team or a private individual, Vialex has the knowledge and experience to assist.
We have extensive experience of mergers and acquisitions, whether involving a shares deal or a business and assets deal and whatever the consideration.
We will add value at all stages of the acquisition process, from negotiating heads of terms, undertaking a due diligence review, negotiating the principal and ancillary documents, coordinating completion (including funding) and assisting in the roll out of the post-acquisition plan. We will also give strategic advice to a purchaser on executing the deal, whether the acquisition is by way of an exclusive negotiation or another process such as an auction, and we can harness the experience of our Legal Counsel Service to support the newly acquired company or business after the deal is done.
No matter the size of your company certain information has to be provided on an annual basis and some decisions may require a general meeting. In a company with a more complex private equity (or quasi private equity) structure many constitutional and operational decisions will require shareholder consent and, of course, share issues and/or share disposals must comply with pre emption and other restrictions. This all requires to be managed and we will guide corporate clients through the various requirements, and assist with all aspects of shareholder relations.
We also advise on Board management, including the appointment and removal of directors and where external approvals are required. We regularly attend and contribute at Board meetings of clients, and we can provide a registered office and company secretarial service, if required.
We have extensive experience in acting for private equity houses, venture capital firms or angel investors (or syndicates of them) on all aspects of their portfolio management, from initial acquisition, advising on their rights during the course of the investment, restructuring (if required) and ultimate disposal. We will prepare and negotiate all key documentation, including detailed shareholders’ agreements, articles of association, quasi equity instruments such as convertible loan notes, mezzanine and other term debt and equity kickers, such as warrants. We will also run an auction or other sales process as required, and our Legal Counsel Service can assist in ensuring that any portfolio company is “vendor ready”.
But we also act on the other side of the fence, advising founders and other shareholders who are considering an investment from, or sale to, a private equity provider, and by applying our knowledge of private equity we will get the best deal possible for them.
We have extensive experience in acting for target companies and/or their shareholders in the sale of shares, businesses and assets. 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. Also 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 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.
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.
We have significant experience of structuring and negotiating joint venture arrangements, both structural (involving an equity stakes in the business) and contractual, and whether using limited company structures, limited liability partnerships or otherwise. This includes joint ventures in which contribution and rewards are split 50:50, as well as those shared ventures where the contributions and rewards are split differently.
We will advise on all aspects of structure, from equity returns, management, deadlock resolution and operational matters.
We have experience in advising on equity crowdfunding, part of the alternative finance revolution where companies use an FCA-regulated crowdfunding platform to pitch on the internet to a wide range of potential investors. We will ensure that the company’s “pitch” materials are complete and accurate, its constitutional documents suitable for investment, the process is undertaken professionally and that the company is ready for the challenges of a significantly larger shareholder base. Whatever the challenges crowdfunding can also bring considerable benefits, not least in terms of publicity and profile and as a method of engaging with potential customers.
We advise on all forms of private company share schemes, from HMRC approved schemes, including EMI, CSOP and SAYE, to “unapproved” schemes that do not attract tax incentives.
We will prepare stand alone agreements or share plan rules, advise on the form of vesting and exercise conditions and liaise with HMRC in respect of both clearances and valuations. We will also advise on the interaction of these arrangements with restrictions in the existing constitutional documents of the company and help with the process to register a scheme.
We have a track record in assisting established or novice entrepreneurs with start ups and fundraisings. We will work with you to develop terms and conditions for employees, consultants and officers (including share schemes), terms of sale to customers, as well as negotiating key supply contracts, advising on your intellectual property protection requirements, and compliance with data and consumer protection legislation. And not to forget other core legal requirements, such as agreeing the terms of an office or shared workspace lease.
We understand small businesses and will share with you our experience, often on the basis of fee arrangements that help share the risk for a founder when launching a business. We will also provide commercial input on your proposed business plan and/or operating model.