Corporate news – Issue two

Welcome to the second issue of our Corporate newsletter. The news has continued to focus on the coronavirus pandemic as England continues in its third lockdown. For many people, the last 11 months have focused the mind, caused priorities to change and had financial implications on our lives. You may be looking forward to retirement or you may be invigorated for a new challenge or simply need to raise some funds.

Whether you’re buying or selling a business, seeking investment or raising finance, a lot of your time and energy is likely to be taken up with commercial detail and legal processes. However, if you appoint advisers at an early stage, much of this burden can be eased.

If you’re selling your business, your buyer will want to carry out detailed due diligence, a weighty and time-consuming task that can uncover complex legal issues that require rectifying prior to the sale or, worse, affect the sale process itself. But by focusing – with the help of an adviser – on key areas before your buyer’s due-diligence questionnaire lands on your desk (or, better, prior to identifying a buyer!) you may come across critical issues you can resolve in advance.

For more information about those key areas of due diligence to focus on when preparing your company for sale, see Dom Szentpali’s piece later in this newsletter. You might also want to consider a ‘vendor pack’; Peter Jeffery outlines how a vendor pack differs from a traditional sale.

Additionally, and regardless of the type of transaction, you will likely sign heads of terms at a fairly early stage in order to clearly set out the agreed commercial terms, and this will require negotiation of key items early on. Iwan Thomas’s piece outlines key areas of a share purchase agreement which may be covered in heads of terms.

You might be considering ways of incentivising your employees after the difficult months we’ve been through or as the new owner of a business. Thomas Clark provides some detail on how you can seek to incentivise and retain your employees with share-based incentives.

Finally, 2021 is going to see one of the biggest changes in corporate legislation in the UK for a generation as a result of The National Security and Investment Bill which is currently going through Parliament. Tim Matthews provides detail on this new legislation which has been met with alarm by UK deal-makers and City institutions.

Alongside these articles we have included information about some interesting transactions we have completed during 2020, despite the lockdowns!

At Moore Barlow we often work alongside – and can put you in touch with – corporate finance advisers, who can support you from the early stages with valuation and structuring a transaction in the most efficient way. They can also help you to locate a buyer, seller, funder or investor.

Please do feel free to get in touch with us if you would like to discuss any of the topics we have covered.