Meet Our Specialists
Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.
Whether you are a private investor, investment fund or management, the Corporate Solicitors at Myerson have a wealth of experience and understand the challenges that are involved in private equity and are able to help and advise on a structure that suits all parties.
If you are an investor, we understand that you are looking to maximise the return from your investment whilst minimising your risk. Working with your accountant/tax advisor, we can also help to ensure that your investment obtains the best tax reliefs that may be available, including, for example, consideration of Enterprise Investment Scheme (EIS) and Seed Enterprise Investment Scheme (SEIS).
As the management team, we know that it is a delicate balance between receiving the most finance possible in order to grow the business of your company, whilst minimising your personal exposure under the terms of the investment agreement.
We can also help to advise on amending the capital structure of your company in order to ensure that it is more attractive to equity investment.
Investment into a company will most commonly be by way of debt (i.e. loans) or by way of equity (i.e. shares). The investment may also be a combination of both or potentially a hybrid, for example by issuing a loan note instrument which is convertible into shares or the issue of preferred redeemable shares.
When considering debt finance, it is also necessary to consider security for such debt, including taking a debenture over the assets and undertaking of the company.
This may require entering into inter-creditor arrangements with other exiting creditors of the company, including its bank and management.
Whether a deal will involve debt or equity will depend on many factors, including the financial circumstances of the company, the amount of share capital the existing management are willing to share and the general level of risk of the business of the company.
We can advise on the many options available to ensure that the risk of the investment is fair as between the investors and the management.
Depending on the type of investment being made, the following documents will be required.
This will set out the main terms of the investment and will include the following provisions:
The company’s articles of association may need to be amended to provide for the following:
Depending on the existing business and structure, it may also be worth considering the following documents:
Our experienced solicitors can help you through the entire process of private equities. We understand the challenges that are involved and we are able to provide clear legal advice to achieve a structure that suits all parties. Recent examples of equity investments we have been involved in include:
This involved a further investment by existing investors. The investment was for additional loan notes. The loan notes were convertible into shares at a later date at a price per share agreed as part of an anti-dilution provision in the company’s articles of association.
The transaction related to the spin-out by a University of a commercial entity specialising in producing a new form of testing with regards to a specific illness. The key elements of the transaction was to ensure that the new company being spun-out had the relevant intellectual property rights from the University and also that the investors in the new company obtained the relevant tax relief under the Seed Enterprise Investment Scheme (SEIS)
We advised an investor in relation to an investment in a new telecoms business. The investment was split between debt and equity, with the majority being by way of debt. The investment was for a fixed period of 3 years on the basis that within this time an exit of the company would be achieved. It was important for the investor to ensure that his money was properly secured due to the risk involved in getting involved at such an early stage in the business.
Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.