Corporate & Commercial

One integrated team covering all aspects of corporate, commercial, and restructuring law.

In this section

Corporate & Commercial at Greenwoods GRM brings together the collective experience of our corporate, commercial, and restructuring experts.

Our clients rely on the depth and breadth of that expertise and appreciate our commitment, technical excellence and constructive approach to finding solutions and completing the transactions we work on.

We advise individuals and corporates across a broad spectrum of specialisms.  These are listed to the side and provide a summary of our main areas of work.  If there is anything not listed here, please get in touch.  We are likely to be able to help either directly or through our network of contacts, both in the UK and abroad.

Our team members are also listed here.  Please get in touch with  Alastair Gunn for an initial conversation about how we can help.

We occasionally publish articles and legal updates on topics of interest to our clients and these can all be found here.

Finally, we have also listed here some examples of recent deals we have completed.  We feel there is no better measure of our capabilities and performance than seeing the types of deals we work on.

In addition, the Legal 500 has rated us as a first-tier firm for our “Corporate and Commercial” advice.

“Greenwoods provides a bespoke client service,
that is both engaging and pragmatic.” (2020)

“Greenwoods GRM is ‘excellent – a first-class firm with a very strong team in commercial and corporate law’, according to one client.” (2019)

 

 

 

Update on Director Duties

During this period of prolonged economic uncertainty, many companies will experience some kind of financial distress.  When this happens, the directors of the company must comply with their duties under the Companies Act 2006 and if the company enters the “zone of insolvency”, such duties are to the company’s creditors and not its shareholders.  This will raise conflicting issues and directors may be nervous as to their personal responsibilities.

The directors of a company in financial difficulty should immediately seek outside help, be it from their lawyers, accountants or other professional advisors.  There are a number of areas where directors may be liable.  There may be liability for, amongst other things, wrongful trading, fraudulent trading, breach of common law duties, liability under personal guarantees, misconduct and breach of fiduciary duties.

Until professional advice is sought, the directors can ensure they do a number of things to satisfy their legal obligations.  The company’s position should be kept under constant day to day review, always ensuring that any action taken is not against the interests of the company’s creditors.

The directors should bear in mind the following points.

  • Each discussion and meeting should be minuted and any conclusions regarding the company’s solvency should be carefully recorded – all decisions will be reviewed with the benefit of hindsight should the company subsequently become insolvent.
  • Every decision should take into account the company’s ability to continue trading.
  • The directors should ensure that they have up to date financial information – does this information demonstrate the company’s ongoing solvency?
  • Is the company proposing to enter into any new commitments? If so, be careful of any representations as to the company’s ability to pay.
  • Is a transaction being entered into with a “connected person”? Advice should be sought if so.
  • If the company is intending to dispose of an asset, an independent valuation will be helpful to demonstrate the arm’s length nature of such disposal.
  • Remember that if a director is also a director of other group companies, each of those companies must hold separate meetings and must be careful to only consider the interests of that particular company.

Often, the greatest concern for a director is to avoid liability for wrongful trading.  As of May 2020, the rules against wrongful trading have, temporarily, been suspended.  Nevertheless, directors must tread carefully and it is incumbent on a director to be aware of their company’s financial position at all times.  A defence of not knowing whether the company was insolvent or not, will not carry much weight.

For help on any of these issues raised here call or Alastair Gunn.

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Our team has delivered many important transactions, including:

Corporate transactions:

  • Sale of Nitritex Limited, a leading manufacturer of cleanroom and healthcare consumables, to Ansell Limited.  Total consideration £57 million including £12 million of cash. The net purchase price of £45 million (approx. US$56 million) is equivalent to a multiple of approximately seven times adjusted EBITDA on a trailing 12-month basis.
  • Advised architectural and decorative casing solutions specialist Encasement Limited on its acquisition of Pendock.
  • Important acquisition of the joist manufacturing business of National Hickman from Hickman Industries Limited for Robinson Manufacturing.
  • Advice to the founders of Barracudas, the UK’s largest operator of activity day camps for children, in obtaining significant development capital investment.
  • Advice to the shareholders Peterborough Electrical & Mechanical Engineering on its acquisition by technical services group Edwin James Holdings (EJH)
  • Management buyout of award-winning Cambridge content agency CPL.

To find out more about how our business and finance specialists can help you, please contact Alastair Gunn.

This area of our work is all about providing advice and assistance to businesses, and other organisations, as they carry out their business activities.

We can create and advise on the contracts and arrangements that are key to how your organisation works – contracts with your customers (bespoke or standard terms), contracts with your suppliers and contracts with anyone else.

We can ensure that your business activities comply with and make the most of the rules relating to, for example, the protection of personal data and competition law.  Our advice is very often in relation to e-commerce and technology-related arrangements.

Sometimes you will want to concentrate on the areas of business you are best at, arranging for others to provide you with ancillary services that they are more expert in – we have particular expertise in outsourcing arrangements.

Then there is the exploitation of your intellectual property and taking on licences to use the IP belonging to others; we can assist with that too.

We work best with clients when we are able to build a long-term commercial relationship with them allowing us to get to know the business really well and give strategic advice; building that commercial relationship with you will always be our aim.

Find out more about our commercial services here.

To find out more about how our commercial law specialists can help you, please contact Alastair Gunn.

Restructuring can take many forms. We can work closely with you to help you through what can be a complex process and advise you on areas such as:

Asset disposals and acquisitions
We can advise on the approvals that are required and how the disposal or acquisition should be documented.

Debt and equity restructuring
We can help with the process of restructuring your debt with your lender by varying the terms of its lending or how its equity in your company is held.

Debt for equity swaps
We can guide you through the procedure of a creditor converting a portion or all of its outstanding debt into shares in your company.

Refinancing
We can assist with reorganising your company’s financial obligations whether this is done by replacing or restructuring existing secured or unsecured debt.

Voluntary arrangements
We can help to put in place voluntary arrangements with your company’s creditors to settle debts or make alternative payment arrangements.

For advice and help in delivering your corporate restructuring project contact Alastair Gunn

Alastair has a strong track record of advising on restructuring projects and is innovative, practical and easy to work with.  You’ll be in experienced hands.

Our assistance in setting-up a joint venture will ensure the legals are covered so you can focus your efforts on creating a successful enterprise.

We like helping businesses, whether that be companies or individuals as a partnership, come together to achieve success, and we’re experienced at being part of the teams that make such deals happen.

While you focus on the strategic direction of the venture, we can ensure everything is in place to protect your existing business and put the new project on the path to profitability. Whether the joint venture is about sharing know-how, a co-operation agreement, merging operations or a completely new project, we can share our experience to make it a success.

We have advised on all aspects of joint ventures – from the overall structure of the transaction, right down to the detail of the agreement and all that goes with it including funding arrangements.

Our knowledge and assistance can help you:

  • Determine the most appropriate legal structure for your venture
  • Assess the competition law implications of the deal
  • Address any cross-border implications
  • Protect your existing business while setting the joint venture on the path to success
  • Prepare bespoke articles of association and shareholders’ agreements to govern your joint venture
  • Deal with ancillary issues such as employment, administration and regulatory approvals

For advice that provides your joint venture with a strong platform for success contact Alastair Gunn

Whether your M&A transaction is an MBO, MBI, BIMBO, IBO, private equity deal, trade sale or purchase of a business and assets or shares we can help.

With a wealth and depth of experience advising clients across a range of sectors in relation to a variety of M&A transactions we are perfectly placed to help you through the process.

The strength of our corporate & commercial team on transactional work is complemented by the expertise of the firm in areas such as commercial property, employment, pensions, health & safety and intellectual property which ensures that we are able to support you in relation to the various aspects of a transaction.

We work closely with you to understand and help you achieve your objectives.

The earlier you get us involved the more value we can add – we will help you:

  • To clearly understand what the process will involve
  • To structure the transaction to meet your objectives
  • Document the heads of terms of the transaction to make sure that everyone involved is on the same page
  • Scope and manage the due diligence process
  • Negotiate the transactional documentation
  • To keep the process running smoothly.

To talk through your transaction – the earlier the better – contact Alastair Gunn.

Personal data has a very broad definition under the GDPR: in effect, any information from which a living person can be identified. Every commercial arrangement or transaction will involve using personal data to some extent. Compliance with data privacy law should therefore be a fundamental part of how you do business.

  • Corporate: advising on data privacy law compliance steps and considerations at all stages of corporate transactions
  • Compliance: bespoke policies, procedures and documentary accountability trails to withstand regulatory scrutiny of your business
  • E-commerce: advising on e-mail and online advertising, data security risks and incidents and how to use cookies lawfully
  • Commercial relationships: advising on risks and compliance requirements arising from working with third parties
  • International: advising on practical compliance requirements and data privacy law (UK, EU or otherwise) risks arising from doing business overseas
  • Tech: advising on data privacy law implications of innovative ideas (for example, advising a national data science institute on the impact of data privacy law on developing and using artificial intelligence technology)
  • Audits: targeted and organisation-wide assessments of level of data privacy law compliance and risks against an evolving legal background

Contact our Head of Employment, John Macaulay, to talk through any issues you might be facing. 

Sign up to our Big Data mailing list. Big Data will keep you up to date with all relevant developments in data privacy law, including the UK’s future relationship with the GDPR, ICO decisions and guidance and its impact on technological developments.

Get in touch with us

Interested in finding out more? Use this form to let us know how to contact you and what you’d like to know, and we’ll get back to you.

Alternatively, contact anyone listed on our website direct, they will be happy to hear from you.

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