Our M&A Lawyers Service
Our Top Tier Corporate M&A Lawyers are creative and efficient dealmakers focused on concluding your sale, acquisition or merger on the best possible terms to maximise investment returns.
Our team of Corporate M&A Solicitors is led by 5 Partners and provides advice on sales, purchases and mergers to a diverse range of corporate businesses and enterprises, including SMEs, large owner-managed businesses, investors, public companies, charitable and not-for-profit organisations, EOTs and start-ups.
We guide clients through from the early stage of heads of terms (HoTs)/memorandum of understanding (MoU) through to the successful conclusion of a transaction (usually the closing of a share or business sale and purchase/merger agreement).
We often collaborate with other professionals, including other specialist lawyers in our Firm, such as lawyers in our Commercial Property and Employment teams and other important advisors, such as corporate finance, accountancy, and tax advisors, to ensure we get the best result for clients.
Our M&A Corporate Solicitors are happy to recommend suitable advisors in these areas should you need them.
Our Mergers, Acquisitions and Sales of Company Services
Many key M&A legal issues need careful expert consideration when undertaking a sale, acquisition or merger. Typical key issues are as follows:
Company and Business Sales
The amount and calculation of the sale consideration payable under a share sale agreement (locked-box v cash/debt-free mechanisms) and the terms and conditions applying to future deferred consideration and earn-outs.
Company and business sellers under a share sale/purchase agreement also need to limit their liability for warranty claims, indemnity claims, claims under the tax covenant or tax indemnity, make appropriate disclosures about the company/business being sold and fully understand the terms of any restrictive covenants preventing them from running competing businesses following the sale.
Where there is more than one seller, they usually agree to a contribution agreement to agree on the split of responsibility for any future claims against the sellers.
Company and Business Acquisitions
Ensuring in the share sale agreement and tax covenant or tax indemnity you are buying/getting the assets you wish to acquire without picking up/being compensated for liabilities you haven’t agreed to assume.
Undertaking and reporting on legal, due diligence dove-tailed with appropriate warranties, a tax covenant or tax indemnity, completion accounts/stock-takes, restrictions, indemnities, retentions and rights to set-off/withhold sums in respect of claims against earn-outs and deferred consideration.
Management Buy-Out (MBO)
A special purchase whereby existing company managers acquire a company from its owners, often via a new company (NewCo).
After agreeing on terms of confidentiality, responsibility for warranties and indemnities must be agreed upon in a share sale agreement and tax covenant or tax indemnity, as that can be different than in a typical sale and purchase transaction (as detailed above), together with funding arrangements and shareholder governance arrangements (which are set out in Shareholders Agreement and Articles of Association).
Management Buy-In (MBI)
Typically structured by shareholders of two companies swapping their shares in a new holding company under a share exchange agreement or by a transfer of assets under an asset transfer agreement from one to the other in return for shares in the other (or by both of them to a Newco in return for shares).
After the relative values of the entities to be merged and the resulting shareholdings/loan accounts have been agreed upon and documented, the basis upon which the new group of shareholders will together manage the combined business going forwards needs to be documented in an appropriate Shareholders’ Agreement and Articles of Association.
We are members of MSI Global with independent legal and accountancy members ready to assist our clients and us with foreign companies and assets involved in any corporate transaction.
We assist in examining if any UK competition law or the National Security and Investment Act will apply to your transaction and whether you will need clearance from the Competition and Markets Authority or the Government.
TUPE Employment Considerations
On a sale of an “undertaking” (normally business assets and not a share sale), TUPE may apply concerning employees – our Employment Department will assist on all consultation and responsibility/liability issues arising from TUPE.
Property Related Matters
Our Commercial Property Department works with our M&A Lawyers to look after all freehold and leasehold property matters and issues.
Sometimes a property may be retained by a seller or needs to be transferred before the sale or, in the case of leasehold property, the lease extended or re-negotiated. Existing dilapidations may also need to be considered.
Our Merges and Acquisitions Experience
The sale of the Risktec Solutions Group to German group TUV Rheinland
Risktec provides specialist risk management consulting and training to national and international organisations and public bodies. It included group companies in the United States, Glasgow and the Middle East and was owned by its employees.TUV Rheinland is one of, if not, the largest German industrial provident society in Germany.
Myerson solicitors were involved in a transaction managing a sale process with over 100 shareholders. We also provided a data room for this deal and worked closely with our Employment and Property Teams.
The sale of First Choice Facilities plc to the UK subsidiary of American owned Tyco, ADT Fire and Security plc
First Choice operated a national network of safety, security and access control systems with a broad range of clients including local authorities and blue-chip companies. With First Choice being a plc, we liaised with the Takeover Panel and dealt with its re-registration as a private limited company. We also provided and managed the data room for this deal and worked closely with our Employment and Property Teams.
The sale of John Shepherd Lettings to Lomond Capital
After successfully acting on the sale of Thornley Groves Estate Agents to Lomond Capital in 2013, we acted for Birmingham-based John Shepherd Lettings who were also acquired by Lomond Capital in 2014.
Shepherds had 4 branches across Birmingham with a substantial letting and management portfolio. We also provided a data room for this deal and worked closely with our Employment and Property Teams.
Why Work with us?
- We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years and are a UK top 200 law firm
- You will receive city-quality corporate law advice at regional prices
- Price transparency - we provide our clients with an estimate at the outset of any piece of work with ongoing updates throughout the matter
- Our 5 Corporate Partner led service ensures you receive the very best legal advice and commercially minded support
- We have a large team with experience across a diverse variety of sectors, focused on achieving your objectives and hitting your deadlines
- We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently, and our Corporate Lawyers can draw on support from other specialist lawyers, such as property and employment lawyers
- We use the latest technology to ensure that we are working as efficiently as possible and that geographical distance is no bar to us from providing you with excellent client service
- We were the winners of ‘Corporate Team of the Year 2021’ at the Manchester Legal Awards
- Look at the Myerson Promise for further benefits of working with us here.
What is a share exchange?
A share exchange is when a shareholder sells their existing shares for a new issue of shares in the buyer.
A share exchange is quite common in group reorganisations; it is also used in mergers and acquisitions where there is non-cash consideration.
A share exchange is usually documented through a share-for-share exchange agreement and ancillary documents such as minutes, resolutions, stock transfer forms and new share certificates.
What is a contribution agreement?
A contribution agreement is a legal document that sets out the terms and conditions under which an individual or organisation contributes certain assets or services (often intellectual property, like software code, writings, or other creations) to a project or another entity.
They're often used in the context of open-source projects but can be relevant in other settings too.
In a share transaction with multiple sellers, a contribution agreement enables the sellers to apportion liability between themselves regarding the warranties, indemnities and the tax covenant in the main transaction documentation.
A contribution agreement is especially important where liability is stated in such documentation to be 'joint and several' between the sellers, as a buyer then has the discretion to pursue all the sellers or an individual seller due to the breach of any warranty or other transactional claims.
A contribution agreement enables the sellers to agree (independently from the main transaction documentation) to the apportioned liability between each other and enables the sellers to address the conduct and management of any claims.
What is a business purchase agreement?
A business purchase agreement is a legal contract detailing the terms of a business sale, including price, assets, liabilities, and warranties.
It often contains clauses preventing the seller from competing or soliciting customers and employees post-sale.
This agreement ensures clarity for both parties, safeguards against disputes, and typically facilitates the seamless continuation of the business by the buyer.
Essentially, it governs the transfer of business ownership and associated assets.
What is a tax covenant?
A tax covenant is a contractual provision that ensures that one party will compensate the other for specific tax liabilities or changes in tax circumstances, often arising after the conclusion of a transaction, such as the sale of a business.
It helps allocate tax risks between the buyer and seller.
A tax covenant often provides better compensation for a buyer compared to a breach of tax warranty claim. This is because it allows for direct, pound-for-pound recovery.
In contrast, damages from warranty breaches only cover the difference between the share's market value at acquisition and its value if the warranty had been accurate.
Such damages are also bound by mitigation and the test of remoteness.
While tax covenants are typically part of the share sale agreement's schedule, they can also be found in a separate document.
What is a share purchase agreement?
A share purchase agreement (SPA), sometimes called a sale and purchase agreement or a share sale agreement is a contract negotiated between the company's buyer and seller of shares to record and implement the transaction terms. It will typically include some or all of the following terms:
- Purchase price and payment terms, including any adjustment to the purchase price following completion (for example, using completion accounts which may measure cash, debt and working capital).
- Warranties provided by a seller in favour of a buyer relating to various aspects of the company and its business, including legal compliance, commercial arrangements, accounts, tax, employment matters and property (amongst others).
- A tax covenant is an indemnity from a seller in favour of a buyer concerning the company's tax liabilities before completion.
- Restrictions that seek to prevent a seller from competing with the company for an agreed period following the sale and prevent solicitation of staff, customers or suppliers.
SPAs are often detailed and complex contracts and take a significant time to negotiate and finalise.
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
Akeel is a Partner and Head of the Corporate Team
Carla is a Partner and Head of our Commercial Team
Scott is a Partner in our Corporate Team
Andrew is a Partner in our Corporate and Commercial Teams
Chris is a Partner in our Corporate and Commercial Teams
Terry is a Partner in our Corporate and Commercial Teams. Terry is also the Head of the Brexit Team at Myerson
Ryan is a Senior Associate in our Corporate Team
Olivia is an Associate in our Corporate Team
Simon is an Associate in our Corporate Team
Fran is an Associate in our Corporate Team
Luke is a Solicitor in the Corporate Team
Thomas is a Trainee Solicitor in our Contentious Probate Team
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