Our Service

Our team of specialist Corporate Solicitors provide advice to a broad range of clients including PLCs, SMEs, owner-managed businesses, management teams, private equity investors and serial entrepreneurs on all aspects of mergers and acquisitions (M&A).

The Structure of a Merger

A merger may be structured in a variety of ways, but typically:

  • Under a merger by transfer of shares, the shareholders of two or more companies transfer their shares to a new holding company formed for the purpose, in consideration for the issue of shares in the new holding company (see Acquisitions and disposal of shares); or
  • Under a merger by transfer of assets, two or more companies transfer their respective undertakings and assets to one of their number or to a new company formed for the purpose, in consideration of the issue of shares to the transferor company(ies) (see Acquisitions and disposal of assets).

The Key Features of a Merger

A key feature of a merger transaction will be the basis upon which the shareholders work together and manage the combined business moving forward. These arrangements will be documented in a shareholders’ agreement and new articles of association for the new venture. Such arrangements will vary considerably from case to case, but some of the more important areas to be considered are as follows:

  • The object and scope of the venture;
  • The capitalisation and financing of the company;
  • The composition of the board and management arrangements;
  • Distribution of profits;
  • Transferability of shares in different circumstances;
  • How intellectual property is to be owned and exploited;
  • Provisions for protecting the minority (if any);
  • Resolving a deadlock in relation to decision-making;
  • Exit of shareholders; and
  • Restrictive covenants on the company and the shareholders.

Prior to a merger, the participating companies are usually either carrying on the same kind of business in competition with one another or are engaged in businesses which are complementary (such as manufacturing and marketing the same range of products).

After the merger, any competition between the merging companies ceases. Consequently, a merger may raise complications regarding competition law, although in some cases the effect of the merger may not be significant because the participating businesses possess only a small share of the relevant market.

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Our Approach & Our Experience

We provide practical, commercial and coherent advice and are able to deliver a complete service with support from our Property, Employment, Commercial, Dispute Resolution and Private Client teams.

Our ethos is to provide our clients with an alternative to the major regional and national firms by offering high quality legal advice from highly experienced, specialist solicitors, but on a much more cost-effective basis.

Our team of Corporate Solicitors are ranked Top Tier - Tier 1 by the independent Legal 500 directory.  In addition, Partners in our team are recommended by the Legal 500.  Therefore, you can be reassured that you will deal with some of the best Commercial Solicitors in the country.

We work closely with our clients to ensure that we meet their expectations both in terms of their objectives for a particular piece of work and in relation to costs. We are easy to deal with, clear in our advice and understand that a common-sense approach is often required. As standard practice, we give our clients an estimate of the costs involved in undertaking any piece of work at the outset. We can then provide costs updates on a regular basis. In addition, where appropriate, we are happy to discuss other pricing models (for example, fixed fees) if that is helpful to you.

Examples of our work include:

  • Advising a large Cheshire based veterinary group providing services to equine, farm and small animals on various mergers with other local veterinary partnerships.
  • Acting on the merger of two specialist suppliers and installers of access control systems. Our work included preparing and negotiating heads of terms, the merger agreement and a hive up of business assets as well as a shareholders’ agreement and new articles of association for the merged business.
  • Acting for Baqus Group plc on the merger of three Quantity Surveying practices immediately prior to its flotation on AIM.

 

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Our Promise & Core Values

Our Promise

The Myerson Promise - Our Partners, team of lawyers and support staff commit to giving our clients more.

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To always give you clear, jargon-free advice.
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To be completely transparent about our fees from the outset.
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Progress every matter in an efficient and timely matter.

Our Core Values

Our core values are at the centre of everything we do.

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We are always professional but ensure that we are friendly and approachable.
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We are determined and enthusiastic about supporting our clients and our people.
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We willingly take responsibility and can be relied on to be commercial, effective and efficient.

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.

Mohammed Akeel Latif

Mohammed Akeel Latif

Akeel is a Partner and Head of the Corporate Commercial department at Myerson

Andrew Brown

Andrew Brown

Andrew is a Partner in our Corporate Commercial department

Carla Murray

Carla Murray

Carla is a Partner in our Corporate Commercial department

Scott Sands

Scott Sands

Scott is a Partner in our Corporate and Commercial department

Testimonials

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Book your consultation using the below enquiry form, alternatively, you can call us on

0161-941-4000