Corporate & Finance
Whether you are a start-up or small business with big plans or a public limited company with further ambitions to expand, accessing capital and making the right strategic decisions will define your success.
That could mean mergers and acquisitions or launching a joint venture, a change of ownership structure through, for example MBO, or raising finance to fund expansion. Whatever your goal, the Corporate and Finance team at Morrisons has long experience of helping businesses of all sizes to realise their strategic objectives.
We understand the differing pressures on large and small businesses and recognise the need for different approaches depending on economic conditions, industry sectors and the culture and ambition of your business. Wherever you are on your journey, we will help you to identify the most appropriate strategy and use our transactional experience and commercial insight to drive your business forward.
We aim to help you over the long term and to build a deepening relationship with your business and so that we can support you at every stage of the business lifecycle, and proactively offer advice and insight when we see opportunities or risks to your business. And, as part of a substantial, full-service legal practice – recognised by both of the UK’s leading legal directories, Legal 500 and Chambers & Partners – we can draw on the specialist expertise of colleagues in a variety of fields, including employment and property, to support you with matters that arise out of corporate work.
We have extensive experience of working with businesses across a variety of sectors including recruitment, healthcare and dental, travel, media, IT and technology and financial services and with businesses of all sizes.
As a firm with particular strength in South West London and Surrey, we sit at the heart of our local business communities and our knowledge and contacts mean that we can support all aspects of your businesses.
Products and services
Below is a quick overview of a number of the ways in which the Morrisons team is able to support you, and your business.
- Mergers & Acquisitions
- Business sales and purchases
- Management buy-outs / buy-ins (MBOs and MBIs)
- Due diligence reporting
- Negotiating non-cash deals, earn outs and deferred payment arrangements and provision for completion accounts
- Venture capital and private equity fundraising and investment
Whether you are looking to accelerate your business development beyond organic growth, take out a competitor or expand into a new area, M&A transactions offer the prospect of a step change in the life of your business. But they are also fraught with potential risks so it’s vital that you work with an experienced legal partner who understands the pitfalls and can protect your interests.
Our Corporate & Finance team comprises lawyers with experience in City and leading regional firms. We have successfully delivered major transactions for clients in a variety of sectors and supported smaller businesses on their growth journey. We take a commercially focused approach, understanding your business objectives and using our legal and transactional expertise to manage risk and deliver the best deal for your business.
- Selling your business
- Mergers, acquisitions and disposals
- Business sales and purchases
- Management buy-outs / buy-ins (MBOs and MBIs)
Selling your business can be a transformational experience both for you and for your business, so it’s important that you get the right deal – in terms of price, buyer, exit terms and a host of other issues. And, just as every business is different, so every business sale is different. At Morrisons, we make it a priority to understand your concerns and goals so that we can deliver advice that is tailored to your specific circumstances.
We have extensive experience across deals of every shape and size including MBOs and MBIs. We will provide expert advice on the terms of the sale, any warranties and support you, through our colleagues in employment and property and other parts of the firm, to ensure that you achieve the best possible outcome for you and your business. Our network of contacts means that we can help you to access the right financial, tax and accounting advice to support all aspects of the deal.
- Agreements for your business ownership
The structure and ownership of any business will be a major factor in its success but also in guarding against the risk of business failure and liabilities. Our corporate and commercial lawyers will find solutions for new and experienced business owners alike to ensure that the business vehicle and its ownership is appropriate to the current and future needs of its owners.
The areas in which we support our clients include:
- Choosing the best business structure for operational and financial benefits
- Shareholder agreements to bring long term stability to a business plan
- Business protection and cross option arrangements to protect the owners and business from the death or incapacity of a partner
- Early stage investment and funding, including under the EIS and SEIS schemes
- Structuring of partnerships and LLPs
When necessary we can call on the advice of our network of specialist tax and financial advisers to support these key decisions.
- Banking & Finance
- Financing, loan and security arrangements
- Bank panel members
Access to funding is an essential driver of growth, turning strategies into reality and powering individual businesses and the economy as a whole. But with closer scrutiny on the nature and structure of financing arrangements, taking the right approach and understanding the process is more important than ever, particularly where timing and fast turnaround of transactions and lending decisions can be the difference between success and failure for both your business and the lender.
At Morrisons, we understand the challenges faced by businesses and banks in making decisions about financing. We go beyond delivering purely legal expertise, making it our business to fully understand the commercial drivers behind any financing arrangements. That way we can ensure that our advice is completely aligned with your goals.
We help businesses of all sizes with all aspects of financing, loan agreements and security, drawing on our experience as approved lawyers to several major banks to help you secure the right deal for your business.
- Share Schemes & Incentives
Allowing employees to share in the ownership of a business is often more than a reward for long service, a well designed share incentive plan can help recruit, retain and incentivise your key staff to meet your business’s key objectives. HMRC approved plans, in particular the Enterprise Management Incentive Scheme (EMI) also offer significant tax reliefs to increase the value of the scheme both the employer and employee.
Our corporate team, working with the employment department, have helped numerous clients to design and implement a variety of share option and similar schemes. We work with our clients’ tax and accounting advisers, or introduce or own contacts, in order to ensure a full service from seeking tax approval to completion of the share options.
At a sale of the company or other exit our corporate lawyers will then implement the options as a key part of the sale process, ensuring that your employee’s contribution to the business is rewarded when you have achieved your own goals.
Examples of work
Cross border transaction
UK counsel in relation to the €4.4m acquisition (by a UK buyer) of a German software engineering company. The deal structure included the founders and another related party maintaining an interest in the business through the newly formed acquisition vehicle.
a £ multi-million acquisition of two opticians practices. The acquisition included a retention with a release structure dependent on a number of different commercial property resolutions. We also provided funding advice to the buyer and its lender in connection with the debt finance for the transaction, which was further supported by the refinancing of two dental practices under common ownership.
Private dental acquirer in the £2m acquisition of a large combined NHS and private dental practice.
Sale of 50% shareholding in an online company. We acted on behalf of the exiting shareholders who had agreed the sale of fifty percent of their shareholding to well known venture capitalists.
Cross border restructuring
UK aspects of the European reorganisation of an international group operating in the global sports promotion sector. This involved a cross border share and debt restructuring.
Sale of a large landscaping company. The sale included detailed agreements regarding the holding of shares and different potential outcomes for the sale of the remainder, or the buy back of shares by the seller. Further tax structuring has added an additional layer of detail involving the use of a new company in the acquisition.