EXPERTISE

Corporate

Corporate problems can surface at the worst possible moment, during due diligence, when a buyer or investor's lawyers start asking questions the business hasn't answered for itself or cannot prove an answer to be true. A messy cap table, an undocumented shareholder arrangement, or a structure that was never built with a sale or investment in mind all cost time and leverage exactly when you can least afford to lose either. The same is true when founders fall out. Without clear governance and shareholder terms agreed in advance, a disagreement over direction or exit can freeze the business at the exact moment it needs to keep moving.

We advise on the corporate issues that determine whether a transaction closes on the terms you want. That means structuring the company ahead of investment or sale, and running a fundraise or M&A process so it doesn't stall in due diligence. It also means documenting shareholder arrangements and the cap table so they hold up under scrutiny and disagreement, and negotiating a sale process that protects the founders' position.

Our consultant partners have advised founders and boards across fast-evolving businesses on fundraises, sales and reorganisations, bringing in-house counsel backgrounds and direct experience of what gets a transaction all the way to completion, not just signed heads of terms.

THIS COVERS

  • Mergers and acquisitions: sell-side and buy-side support, from heads of terms to completion
  • Corporate structuring and reorganisations: transaction-ready foundations, built before you need them rather than during diligence
  • Shareholder agreements and founder disputes: governance and exit terms agreed upfront, so a disagreement doesn't stall the business
  • Option schemes: EMI and other share option arrangements structured to attract and retain the people you need
  • Due diligence preparation: getting the data room and documentation in order before someone else goes looking for the gaps

Whether you’re preparing for a transaction, restructuring your governance, or cleaning up the foundations, we’re happy to talk through how we can help.

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