Corporate and Transactional Services

We act for buyers, sellers, and management teams across a broad range of business and company transactions, including acquisitions, disposals, management buy-ins (MBIs), management buy-outs (MBOs), partial exits, and mergers. Whether advising an owner-managed business, SME, or large corporate, we provide comprehensive support tailored to your needs and objectives.

Our team brings deep transactional experience across a wide variety of sectors, including hospitality, manufacturing, logistics, veterinary, financial services, technology, retail, rural and agricultural industries. We work collaboratively and commercially, often to demanding timescales, with a clear focus on client-driven outcomes and successful delivery.

We take a hands-on, project-managed approach, drawing together our specialist corporate lawyers to assist with every stage of the process – from structuring and due diligence to drafting, negotiation, and completion. We also work seamlessly with your wider advisory team, including accountants, lenders, and other professional advisers, and can call on in-house expertise in property, employment, and other relevant areas to ensure a smooth and efficient transaction.

For clients preparing for sale, we offer practical, strategic support to help maximise value and reduce potential issues – including pre-sale due diligence, identifying key risks, and advising on any necessary reorganisation or restructuring ahead of going to market.

The Corporate Commercial team has extensive experience advising investors, management teams, founders, and portfolio companies across the full spectrum of private equity, venture capital, and growth investment transactions. We are trusted advisers throughout the investment lifecycle – from seed funding and early-stage rounds through to growth capital, buyouts, and exits.

We understand the commercial realities faced by our clients and the dynamic nature of the investment landscape. Drawing on deep sector knowledge and market insight, we deliver strategic, pragmatic, and solutions-focused advice tailored to each transaction.

Whether acting for institutional investors, private equity houses, venture capital firms, family offices, or management teams, we bring a collaborative and commercial approach that supports successful outcomes.

Our advice is always aligned with our clients’ objectives – helping them navigate complexity, manage risk, and realise value.

Whether driven by strategic planning, succession, or operational needs, we advise businesses and business owners on all aspects of share and business reorganisations and demergers.

Our experience spans from straightforward transfers of business operations into new entities to complex group restructurings involving multiple companies, intra-group loans, dividends, share issues, and share exchanges. 

We adopt a collaborative approach, working closely with your accountants and other professional advisers to ensure that every stage of the process aligns with tax planning objectives, secures necessary clearances, and complies fully with company law. Our goal is to deliver a smooth, efficient, and well-structured outcome tailored to your commercial priorities.

We advise on all aspects of a company purchasing its own shares, from straightforward buybacks to more complex transactions involving multiple completions or staged payments. Our team ensures that the process is compliant with company law requirements, including drafting necessary approvals, handling Companies House filings, and advising on funding and timing issues. Whether the purchase forms part of an exit strategy, succession planning, or internal reorganisation, we deliver clear, pragmatic legal support tailored to your business objectives.

Employee Ownership Trusts (EOTs) are an increasingly popular succession planning option for business owners looking to preserve their company’s legacy, reward their workforce, and secure long-term business continuity. Our Corporate Commercial team has the expertise to guide you through the entire process of transitioning your business to employee ownership.

We provide comprehensive legal advice and support to businesses considering or undertaking an EOT transaction, including:

• Feasibility and Structuring Advice

  We help assess whether an EOT is the right fit for your business, explaining the legal, tax, and commercial implications. We work closely with your accountants and financial advisers to structure the transaction in a way that meets the qualifying criteria and reflects your objectives.

• EOT Establishment and Governance

  We draft and advise on the creation of the trust, the EOT deed, trust governance framework, and ongoing trustee obligations. We also assist in establishing appropriate board and employee engagement structures post-completion.

• Share Sale Documentation

  We prepare all necessary legal documentation, including the share purchase agreement, funding arrangements, and any required warranties or indemnities, ensuring a smooth and compliant transition of ownership.

• Stakeholder Engagement and Communication

  We can assist with internal communications and employee engagement to ensure a transparent and well-understood transition process, aligned with the EOT's core principles.

• Ongoing Legal Support

  After the transaction, we continue to support trustees and directors with their ongoing duties, compliance obligations, and any necessary amendments to governance arrangements. Whether you are exploring an EOT as part of a long-term succession plan or are ready to proceed with the transition, we provide pragmatic, collaborative, and commercially grounded legal support at every step.

Attracting, motivating, and retaining key talent is essential to business success - and well-structured employee incentive schemes are a powerful way to achieve this. Our Corporate Commercial team advises businesses of all sizes on the design, implementation, and legal aspects of a wide range of employee incentivisation arrangements, helping to align employee interests with long-term business goals.

We provide clear, pragmatic advice tailored to your business structure, growth ambitions, and culture. Whether you are a start-up seeking to reward early contributors, or a mature company building succession and retention strategies, we can support you with:

Share Option Schemes 

• Enterprise Management Incentive (EMI) Schemes
  Tax-advantaged and highly flexible, EMI schemes are ideal for smaller, high-growth companies. We advise on qualification, structure, option agreements, and compliance with HMRC requirements.
• Unapproved Share Option Schemes
  Often used by larger companies or to incentivise non-UK employees, we draft and implement tailored unapproved schemes, with a focus on commercial flexibility.

Growth Shares

Growth shares allow employees to benefit only from the future increase in value of the company, avoiding dilution of current shareholders. We advise on structuring and implementing growth share arrangements, including bespoke articles of association and shareholder agreements to support the scheme.

Other Common Incentive Arrangements

• Company Share Option Plans (CSOPs) – A tax-advantaged scheme suitable for more established businesses.
• Restricted Stock and Conditional Share Awards – Typically used in private equity-backed businesses and larger corporates.
• Phantom Share and Cash Bonus Schemes – Delivering value without transferring equity, useful where equity dilution is a concern.
• Employee Benefit Trusts (EBTs) – Often used to facilitate share schemes or long-term incentive plans (LTIPs).

We also assist with:

• Drafting plan rules and individual award documentation
• Updating articles of association to reflect incentive structures
• Preparing board and shareholder resolutions
• Liaising with tax advisers on valuation and compliance
• Supporting internal communications to ensure employee understanding and engagement

Our approach is collaborative, working closely with your accountants, HR advisers, and tax professionals to deliver a scheme that is not only legally robust but commercially effective and aligned with your business objectives.

We have extensive experience advising on the structuring and implementation of joint ventures, shareholder agreements, and bespoke articles of association. Whether acting for founders, investors, or corporate partners, we provide clear, pragmatic advice to help you establish robust and workable arrangements that align with your commercial objectives.

We focus on protecting your interests through carefully negotiated provisions on decision-making, share transfers, financial contributions, dividend policies, exit strategies, and other key aspects of ownership and control. Our goal is to ensure the legal framework supports a successful and collaborative relationship between stakeholders.

Where appropriate, we also advise on the transfer of assets and employees into the new venture, and assist with drafting the commercial agreements needed to establish and operate the business effectively.

The Team has a wealth of experience in advising businesses, directors, and lenders on all aspects of business financing and refinancing, including the negotiation and documentation of loan and security arrangements – from straightforward loans to complex, multi-entity group facilities.

Our expertise spans advising both private and professional lenders, as well as borrowers, on the terms of lending agreements, security documentation, and related matters such as debentures, charges, and intercreditor arrangements. We also provide clear, practical advice to directors and business owners on personal guarantees and their associated risks and obligations.

Whether you are securing new funding, restructuring existing facilities, or navigating a time-critical refinancing, we work closely with you and your wider advisory team to meet lenders’ requirements while ensuring the terms of the finance reflect your commercial objectives. Our approach is collaborative, pragmatic, and focused on delivering smooth, timely outcomes.