MAKING BUSINESS RESTRUCTURING STRAIGHTFORWARD
As businesses grow and evolve, the structure that made sense at the start may no longer be the right fit. Whether you’re bringing multiple companies under common ownership, separating different parts of a business, or planning for a future exit, getting the structure right matters both commercially and from a legal and tax perspective.
We work closely with your accountants and tax advisers to implement the legal steps efficiently. Where property or intellectual property assets are involved, our property and commercial teams work alongside us to handle those transfers in-house, giving you a single, co-ordinated team rather than having to manage multiple advisers.
Every restructuring is different. We take the time to understand what you are trying to achieve, and our restructuring team offer clear, practical advice and support to guide you through the complex legal process.
WE ASSIST, GUIDE AND
ADVISE BUSINESSES WITH:
Restructures can take many forms and involve various legal concepts such as share exchanges, hive-ups, capital reductions and demergers. Common to all of them will likely be a need to dovetail legal, tax and accounting advice quickly and efficiently.
We have extensive experience and expertise project managing these kinds of transactions and working with our clients’ other advisers. Often, we will have worked and established relationships with these advisors from our dealing with previous transactions and clients.
If you own shares in two or more companies and want to bring them together under a single holding company or simply want the protection and flexibility that a group structure provides, a share-for-share exchange is often the most straightforward route. We will explain the mechanics of the transaction and prepare all the legal documents needed for the new structure.
Many business owners reach a point where holding property and trading operations in the same company no longer makes sense. Whether you want to separate the workstreams in your business for liability protection, future sale planning, or lending purposes we work alongside your tax advisors and accountants to help restructure an existing business so that property assets sit in one entity and the trading business in another.
Our property team will advise on the legal title work and any associated transfers, while our commercial team can deal with the assignment or licensing of any intellectual property (trademarks, software, know-how etc.) that needs to move between entities as part of the reorganisation. Each situation is different, and we’ll work through the options with you and your tax adviser to find the simplest legal route.
A demerger, separating a business into two or more independent companies, is one of the more complex restructuring tools, but it can be the right answer when different parts of a business are genuinely better owned and run independently or where the current owners are preparing to sell part of their business. We advise on the legal procedures associated with carrying out demergers under the Companies Act, prepare and manage the documentation and filings required and provide simple plan-English explanations of each steps keeping you informed throughout the process.
Again, we will work closely with your tax advisors and where real property or IP transfers are needed as part of the separation, our property and commercial colleagues deal with those elements seamlessly alongside the corporate work.
Key members of the team
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The EMW team provided us with professional and invaluable support and guidance throughout the transaction process and I would like to thank them for their hard work and diligence. We look forward to continuing to work with them as we move to phase two for Invu Plc.
The team at EMW did a fantastic job for us from start to finish, including initial discussions, reviewing options, engaging with all parties involved in the deal, preparing and explaining the thorough legal documentation and addressing any risks or concerns. This was all done within the expected timescales and to the satisfaction of the entire MBO team which has given us a great platform from which to continue the sustainable growth of Darke & Taylor as an owner managed business.
Having supported us through the buy-out process in 2014 and remained our go to lawyers since, EMW were the obvious choice to support the Springboard shareholders through the exit process. We certainly made the right choice. EMW are responsive, collaborative and pragmatic, always achieving the right balance between representing our best interests and delivering on our wish for the transaction to proceed to close as quickly as possible. I couldn’t be more satisfied with the outcome and the quality of service that EMW provided.
EMW’s assistance in this important strategic transaction for us has been superb.
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