Corporate & M&A

For buyers. We focus diligence on the assumptions behind the acquisition: ownership, key contracts, intellectual property, regulatory permissions and liabilities that may change the price or the decision to proceed. Findings are translated into actions—further investigation, a consent, a condition, a negotiated protection or an integration priority.

For sellers and founders. We help prepare the business for scrutiny, manage disclosure and negotiate the risks that remain after completion. Particular attention goes to payment certainty, liability limits, restrictive covenants and any earn-out, deferred payment or continuing role in the business.

For management teams and minority investors. We address the rights that matter when control sits elsewhere: access to information, board participation, reserved decisions, dilution, transfers and exit. Where personal interests differ from those of the company or sponsor, representation must be separately agreed following a conflicts assessment.

The choice between a share and asset purchase, price adjustments and deferred payment is central to the commercial agreement.

We help identify the proposed acquisition perimeter and the consequences of a share purchase or an asset transaction. The discussion includes which entities, contracts, people, intellectual property and obligations are involved, and which approvals or specialist workstreams may be needed.

Before the main documents are negotiated, we review heads of terms, letters of intent, confidentiality and exclusivity arrangements. We distinguish agreed commercial principles from binding commitments and test the proposed timetable against diligence, funding and consent requirements. Tax structuring and valuation are coordinated with the appropriate advisers.

The legal review is scoped to the business and transaction, not treated as an exercise in collecting every available document. It may cover corporate ownership and capital, material customer and supplier agreements, intellectual property, data and technology arrangements, financing and security, regulatory matters and employment interfaces.

A concise issues report identifies the significance of each finding, the information still required and the proposed response. Specialist employment, tax, pensions, property, competition or other advice is commissioned where the transaction requires it. Sellers receive a structured information request and disclosure plan, with ownership of outstanding questions made clear.

We draft and negotiate share purchase and asset purchase agreements, disclosure letters and the ancillary documents needed to deliver the transaction. The negotiation addresses warranties, specific indemnities, liability caps, claim periods, thresholds, knowledge qualifications and the treatment of disclosed matters.

We also address the period between signing and completion: conduct of the business, access to information, third-party consents, conditions and the consequences if completion cannot proceed.

The legal questions include how much is paid, when it is paid and what can change the amount.

Headline value is only part of the bargain. Working with financial and tax advisers, we translate agreed pricing into the contract, including completion-account adjustments or a locked-box structure, relevant definitions, information rights and the process for resolving calculation differences.

For earn-outs and deferred payments, we examine the performance measure, accounting approach, operating discretion, reporting, payment dates and protections around a subsequent sale. Where founders or management reinvest, we coordinate rollover terms with the new shareholder arrangements. Financial modelling, valuation and tax opinions remain with the appointed specialists.

We maintain a completion agenda covering approvals, executed documents, outstanding conditions and responsibility for each step. The work may include board and shareholder resolutions, transfers, releases, consent documents and agreed post-completion filings.

The handover records obligations that survive completion: deferred payments, information undertakings, restrictions and remaining implementation work.

For founders, investee companies and investors, the legal work connects the investment terms to how the company will be governed afterwards. Scope may include term sheets, subscription agreements, investment agreements, articles of association and shareholders' agreements.

We address share rights, board appointments, information and consent rights, future funding, pre-emption, transfer restrictions, leaver provisions and exit arrangements. The emphasis changes with the mandate: a founder's continuing freedom to run the business, an investor's oversight, or management's participation in future value. Investment recommendations and fundraising introductions are not part of this legal offering.

Subscription terms, dilution, information rights and board participation need to support the agreed ownership structure.

We help parties document what each contributes, how decisions are taken and what happens if plans change. Issues include ownership of assets and intellectual property, funding commitments, related-party contracts, management control, reserved matters, deadlock, transfers and exit.

A corporate joint venture may need both constitutional documents and operating contracts. A contractual collaboration may call for a narrower structure. We align the chosen arrangement with the commercial relationship rather than assuming that every collaboration needs a new company.

We support ownership changes, group simplification and the corporate steps around a proposed transaction, subject to agreed tax and specialist advice. Work may include intra-group transfers, shareholder arrangements, board authorities and the documentation of related-party transactions.

For boards and owners, we also provide focused advice on decision-making, conflicts, delegated authority and shareholder approvals. Court proceedings, contested insolvency processes and litigation are outside this practice description.

Fund formation connects the proposed vehicle, governance, manager arrangements and investor documentation. The relevant regulatory and jurisdictional workstreams are agreed for the particular structure.

An acquisition involving a regulated business needs its permissions and ownership requirements considered alongside the commercial terms. We coordinate the transaction with our Financial Services Regulation workstream, including assessment of applicable change-in-control requirements and the documentation of relevant completion conditions. We do not promise regulatory approval or a regulator's timetable.

For cross-border matters, the engagement identifies the relevant jurisdictions, local counsel and specialist dependencies. We coordinate the agreed workstreams without implying that one UK engagement supplies advice in every jurisdiction.

The engagement specifies the deliverables, assumptions and exclusions. A document review, targeted negotiation or full transactional mandate can be scoped separately.

Yes. Early review helps identify binding provisions and commercial decisions that may be difficult to revisit. We can provide a limited heads-of-terms review before a wider transaction is agreed.

A targeted mandate may be appropriate. We first identify what sits outside the review, who owns those issues and whether the narrower scope leaves material dependencies unresolved.

Not automatically. Interests may differ, especially on consideration, warranties, management terms or a minority investment. Representation and any need for separate advice are assessed at the outset and kept under review.

We can propose a timetable and fee structure once the scope is understood. Counterparties, information quality, financing, consents and changes to the deal affect both. Any fixed or capped arrangement must state its assumptions and treatment of additional work.

We concentrate on the matters that can affect the decision to proceed: ownership and control, material liabilities, conditions to completion and the allocation of risk. Advice should make those choices clearer and the agreed next steps workable.

Tell us whether you are buying, selling, investing or reorganising; the principal jurisdictions; and the current stage. We will identify the information needed to scope the next step.