Cases and Deals
- Mark Williams (Corporate Finance Partner) and Alastair Manning (Associate Solicitor) acted on the share sale of a specialist precision engineering company. The transaction involved restructuring the company before completion to remove a property not required by the buyer. This involved forming a holding company and the transfer out of the property to that company by way of a ‘dividend in specie’ but this had to be tied in simultaneously with the sale of the share capital of the target company. Mark commented: “Our clients are long-established clients of Gaby Hardwicke and this sale comes after 40 years of hard work by our clients in building the company up from scratch. This is another completed corporate transaction in a very busy 12 months for Gaby Hardwicke and it is encouraging to see so much confidence in the market flowing through to a high degree of M&A activity.”
- Mark Williams (Corporate Finance Partner) and Hannah Bambury (Commercial Property Partner) led on the sale of a South East-based specialist software company with large multi-national clients to an American buyer. For various commercial reasons the transaction had to happen urgently and the tight timetable was achieved with completion taking place 14 days after instructions were received. The transaction involved a number of solicitors within Gaby Hardwicke from within the Corporate, Commercial Property and Employment teams. Mark commented: “The challenges faced in completing this transaction within such a short timeframe were added to by the fact that the buyer’s lawyers were based in Silicon Valley, California, and therefore operating eight hours behind us. We met the challenges head on and were pleased to complete the transaction within the desired timeframe. We wish all parties every continued success going forward.”
- Gaby Hardwicke acted on the sale of the entire issued share capital of a London-based security systems company to an overseas buyer. The company is a leading provider of integrated security systems in the private and public sectors. The deal involved a mixture of cash and future performance-based purchase consideration. Mark Williams, Corporate Finance Partner, who led on the transaction, said: “This sale had a very short timetable due to the requirements of the buyer to complete within their financial year but we got the deal through prior to Christmas with one day to spare! The transaction involved a number of lawyers from our Corporate, Employment and Property teams and demonstrates the strength in depth we have to push deals through in a very short timeframe.”
- Mark Williams, Corporate Finance Partner, led on the share sale of a motorcycle dealership based in the South East, one of Europe’s leading dealerships of this particular motorcycle brand. The sale is the latest in a series of recent transactions in the motor industry in which Gaby Hardwicke has acted. Mark commented: “We were delighted to act for the selling shareholders in this transaction having acted for the company for many years. This deal enables the sellers to retire after many years’ hard work building up such a prestigious dealership. It’s great to have sealed another deal in the automotive and motor trade sectors.”
- A well-established London architect’s practice instructed our Corporate team in the buyout of the founder shareholders by senior management to facilitate the founding shareholders’ retirement. Paul Maynard from our Employment team advised on the employment aspects of the transaction.
- The Corporate and Commercial Property teams at Gaby Hardwicke frequently act on the sale, purchase and refinance of care homes. Being specialists in this field ensures the transactions are completed efficiently and cost-effectively. Our team has completed a significant number of transactions in 2017.
- The Corporate and Commercial Property teams at Gaby Hardwicke recently completed the acquisition of a group of motor dealerships based in the south of England with a turnover of around £50 million. The transaction involved various teams within Gaby Hardwicke including Corporate, Commercial Property and Employment and was completed within seven weeks of heads of terms being signed. Mark Williams, Partner in Corporate Finance, commented: “We were delighted to act for our client in this strategic acquisition. There were a number of interesting complexities in the transaction, including a myriad of property issues, all of which were skilfully navigated by the Gaby Hardwicke team operating within a short timeframe.”
- Mark Williams and Gemma Ritchie led a team of Gaby Hardwicke lawyers in a £20 million acquisition of a group of pharmaceutical companies. The complex transaction involved a number of overseas group companies and careful co-ordination between lawyers in different jurisdictions and required input from various teams within Gaby Hardwicke including corporate, employment, litigation and property. Mark Williams, partner in Corporate Finance commented: “This was a highly complex transaction involving various private equity funds, investors, funders and lawyers. We were delighted to be involved at the heart of it and complete the purchase on behalf of our client within a very tight time frame.”
- Nicholas Johnson acted on behalf of a specialist energy-efficiency company that sought to protect its intellectual property rights when working with other specialist sub-contractors in their tenders for projects. The company uses cutting-edge energy-efficiency technology in refurbishing and new-build leisure centres. This complex advice also involved robust intellectual property and confidentiality clauses alongside restrictive covenants/provisions.
- Gemma Ritchie acted for a national business that specialises in the manufacture of bespoke lighting and furnishings in drawing up several new contracts. As the business is going through a period of expansion, including opening a number of retail outlets, various new contracts were required to be put in place, both between the business and its customers (including terms and conditions of business, agreements governing the use of the customers’ names in marketing materials, etc) and between the business and its various suppliers and service providers (including supply agreements, agreements governing ownership of intellectual property developed by the suppliers, etc). Gemma assisted the client in conducting an overview of its requirements and putting in place user-friendly documentation to cover its various needs going forward.
- Gemma Ritchie acted for a multi-national technology company, operating primarily in the security sector, in preparing a number of contracts governing their relationships with various global partners. Such contracts include confidentiality agreements, patent disclaimers, joint venture agreements and product licences. Throughout the drafting process, Gemma has liaised closely with the client’s Head of Global Partnerships to put in place a comprehensive but user-friendly set of documents that meet the client’s specific requirements.
- Gemma Ritchie and Mark Williams frequently act on transactions involving international franchises including most recently McDonald’s, Domino’s Pizza and KFC. Transactions recently undertaken include sales and acquisitions of existing franchises as well as acting for franchisees on entering into a new franchise agreement. The transactions involve advising on the business and the franchise agreement itself and all property elements involved, bringing in members of the Gaby Hardwicke Commercial Property team as required.
- Mark Williams is currently advising a client in relation to directors’ duties and the procedure to be followed to remove a director. This includes not only advising on the relevant duties that apply to all directors, providing a view on whether these duties have been breached by the director in question and advising on the procedure to be followed to remove a director (either by the remaining directors or the shareholders of the company) but also ensuring that any steps and actions taken do not give rise to any claims by that director or any allegations of unfair prejudice against that director in his capacity as a shareholder of the company.
- Mark Williams is involved in providing detailed advice to the directors of a company to guard against a threat of ‘unfair prejudice’ being brought by a dissentient shareholder. The advice includes ensuring that the steps and actions taken by the directors of the company minimise the risk of any allegations of unfair prejudice and ensuring that the rights of the shareholders are adhered to and satisfied.
- Gemma Ritchie has recently acted for a number of companies in restructuring their share capital to create differing classes with differing rights attaching to those shares. This often involves redrafting Articles of Association of the company in order that those rights are properly reflected in the company’s constitution and also to ensure that the Articles are brought up to date to reflect recent changes in company law.
- Paul Maynard successfully negotiated a severance package from a Premiership Football Club on behalf of a European Football scout.
- Paul Maynard represented Whitmar Publications Ltd in its application to the Chancery Division of the High Court for a Springboard Injunction against three former employees and their new publishing company, to prevent them dealing with customers whose names featured on business cards unlawfully removed by one of the employees when he left. Mr Peter Leaver QC, sitting as a Deputy High Court Judge, not only granted the Springboard Injunction until trial or further order but ordered that control and management of the Defendants’ LinkedIn groups that they had created whilst employed by Whitmar should be returned to Whitmar and also ordered that the Defendants were not permitted to access the said groups. This is the first case in which an injunction has been granted relating to the transfer of LinkedIn contacts.
- Paul Maynard successfully defended an international copyright licensing company in a four-day Employment Tribunal claim brought by a former employee, alleging disability discrimination, in particular direct discrimination, discrimination arising from disability and failure to make reasonable adjustments. After hearing 4 days of evidence the Employment Tribunal unanimously rejected all of the claimant’s claims confirming that her dismissal had been for poor performance and had been entirely unrelated to the claimant’s disability.
Commercial litigation and disputes
- Our commercial litigation and dispute resolution team, led by Jeremy Laws, advised an investor on a claim arising out of the breach of a shareholders’ and investment agreement. The first part of the claim was about obtaining access to relevant company records and financial information. The subsequent claim was based on breaches of the contracts and the unfair prejudice of a minority shareholder. Jeremy’s conduct of the claim on behalf of the investor has led to a satisfactory settlement, with the investor now realising a return on his original investment.
- The commercial litigation team has been acting for the successful claimant, Manolete Partners plc, in its claim against Hastings Borough Council for compensation relating to the closure of Hastings Pier back in 2006. The claim succeeded in the High Court in 2013, and in 2014 the team helped Manolete successfully oppose the local authority’s challenge in the Court of Appeal. Hastings Borough Council then appealed to the Supreme Court and again we secured victory for our client. The case relates to previously untested public safety legislation in the Building Act 1984.
- Daniela Catuara acted for a client specialising in the provision of social work placements in negotiating a settlement with a party concerning the termination of an oral management services agreement. Simultaneously, an agreement was reached as to other contentious matters arising between the parties to include, for example, the transfer of shares in a company, trading names of the parties, etc.
- Our property litigation team, led by Cathy Allen, acted for a freeholder in successfully obtaining a court order for payment of substantial historic service charge arrears. Cathy also secured an order for the payment of the landlord’s costs.
- Mark Williams and Jeremy Laws are advising the liquidators of a construction company on various issues arising from the company defaulting on its company voluntary arrangement (CVA). Jeremy is providing advice on the validity of bank security, and on the availability of the CVA funds to both the secured and unsecured creditors. Mark is helping the liquidators obtain security from company creditors, to back up a negotiated repayment plan.
- A number of members of the team – including Jeremy Laws, Mark Williams, Daniela Catuara and Nick Wickens – have been advising clients who are creditors of companies facing financial difficulties. Jeremy recently acted for a loan note holder in a company considering administration and facing management succession problems. Both Nick and Daniela have advised landlords on the consequences of tenant insolvencies.
- Jeremy Laws advised the liquidators of a group company where the group had instructed a City firm to pursue a multimillion pound claim against a fire alarm monitoring company. The claim was to be pursued with the assistance of litigation funding, and Jeremy advised on the terms of the funding agreement as well as the retainer of the City firm, ATE insurance and the duties and potential exposure of the liquidators. Ultimately the matter was concluded by Jeremy advising on the assignment of the claim to a third party.
- Hannah Bambury dealt with the £2m+ acquisition of hotel premises being bought with the benefit of planning permission for residential development. As the clients were using bank finance, the transaction also involved advice in relation to the banking and finance documents. Mark Williams, Partner in Corporate Finance, advised on the banking aspects of the transaction.
- Jon Fielden recently completed the sale of a large student development site in Kent for nearly £4 million.
- Nick Wickens acted on behalf of a major PLC bank in securing multi-million pound finance on a number of investment properties.
- Simon Harris acted for a London-based charity taking a lease from the local authority and funding to provide recreational facilities to the local community.
- Gemma Ritchie is acting for a Bexhill-based housing charity in making an application to the Charity Commission to change the charity’s objects by way of a Charity Commission Scheme.
- Gemma Ritchie is acting for a large charity in separating the charity into two separate entities and incorporating the trading arm as a Charitable Incorporated Organisation. The charity has two distinct elements to its operations which would benefit from being separated, not least in terms of allocation and management of risk. Incorporating the trading arm of the charity will also provide the charity’s trustees with additional protection from personal liability.
- Our team assisted a local charity with several issues surrounding misconduct of an officer, the resignation of trustees and a reorganisation and restructuring exercise. The client was under tight time constraints as there was a real danger of the charity being wound up. Happily, we helped to ensure that all the issues were resolved and the charity continues to operate.